Medytox Solutions, Inc. - FORM S-1/A - October 8, 2009

Attached files

Registration No.: 333-138251
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 10)
REGISTRATION UNDER THE SECURITIES ACT OF 1933
CASINO PLAYERS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
7990
(Primary Standard Industrial Classification Code Number)
54-2156042
(I.R.S. Employer Identification Number)
2400 N Commerce Parkway, Suite 105
Weston, Florida 33326
(954) 684-8288
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
INCORP
3155 E. Patrick Lane
Las Vegas, Nevada 89120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
The Galleria
2 Bridge Avenue
Red Bank, New Jersey 07701
www.SourlisLaw.com
Telephone: (732) 530-9007
Facsimile: (732) 530-9008
As soon as practicable after this Registration Statement
is declared effective.
(Approximate date of commencement of proposed sale to the public)
i
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the Company is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," "non-
accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Calculation of Registration Fee
Title of Each Class Shares To Be Proposed Proposed Amount of
of Securities To Be Registered (1) Maximum Maximum Registration
Registered - Offering Price Aggregate Fee (3)
Common Stock Per Share (2) Offering Price
Shares offered by
the Company 12,000,000 $0.25 $3,000,000 $300.00
Shares offered by
Selling Stockholders(4) 6,000,000 $0.25 $1,500,000 $200.00
Total 18,000,000 $0.25 $4,500,000 $500.00 (5)
________________________________________
(1) Pursuant to Rule 415 of the Securities Act, these securities are being
offered by the Company and the Selling Stockholders named herein on a delayed
or continuous basis. The offering price has been arbitrarily determined.
(2) The offering price has been arbitrarily determined.
(3) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c) or (g) under the Securities Act of 1933 based on our per
share book value as of September 30, 2008. No market currently exists for the
shares.
(4) These are outstanding shares of common stock which may be offered
for sale by Selling Stockholders pursuant to this registration statement at
$0.25 per share for the duration of this offering or until the shares become
quoted on a securities market such as the Over-the-Counter Bulletin Board or
securities exchange and thereafter at prevailing market prices or privately
negotiated prices.
(5) Fee already paid.
ii
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY
DETERMINE.
________________________________________
The information in this prospectus is not complete and may be changed. We and
our Selling Stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities, and it is not soliciting
offers to buy these securities in any state where the offer or sale is not
permitted.
iii
SUBJECT TO COMPLETION, DATED OCTOBER 8, 2009
The information in this prospectus is not complete and may be changed. The
Company and the Selling Stockholders named herein may not sell these
securities until the Registration Statement filed with the United States
Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
18,000,000 SHARES OF COMMON STOCK
CASINO PLAYERS, INC.
$0.25 per Share
Casino Players, Inc. is offering for sale a total of up to 12,000,000 shares
of its common stock on a "self-underwritten," best efforts basis. In
addition, the selling stockholders named in this prospectus (the "Selling
Stockholders") are offering for sale from time to time an aggregate of up to
6,000,000 shares of our common stock. The shares will be offered at a price
of $0.25 per share for a period of 180 days from the date of this prospectus.
There is no minimum number of shares required to be purchased per investor.
We intend to open a standard bank checking account to be used only for the
deposit of funds received from the sale of shares in this offering. See "Use
of Proceeds" and "Plan of Distribution."
The shares being offered for resale by the Selling Stockholders represent
approximately 20.4% of the Company's issued and outstanding shares of common
stock (15.7% if the 12,000,000 shares being offered by the Company pursuant to
this prospectus are sold)
If we sell all of the 12,000,000 shares offered by the Company, we will
receive $3,000,000 in gross proceeds. The Company expects the net proceeds
from the sale of fifty percent (50%) of the shares will sustain its operations
for a period of t12 months. We intend to use the remaining fifty percent (50%)
of the proceeds market the Company's website and travel related products via
online, email pop-ups and banner ads, direct mail and print advertising and
strategic acquisitions. We will not receive any of the proceeds from the sale
of shares offered by the Selling Stockholders.
The Selling Stockholders and any broker/dealer executing sell orders on behalf
of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended. Commissions received by any
broker/dealer may be deemed to be underwriting commissions under the
Securities Act. We have agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act, to the
extent permissible by law.
There is currently no active trading market for our common stock, and such a
market may not develop or if developed, be sustained. Upon the effectiveness
of the registration statement of which this prospectus forms a part, we intend
to solicit a registered broker/dealer to apply to FINRA to make a market in
our common stock. At the date hereof, we have not contacted any
broker/dealer.
As there is no market for our common stock, the shares being offered for
resale by the Selling Stockholders will be offered and sold at the fixed price
of $0.25 per share for the duration of this offering or until the shares
become quoted on a securities market, such as the Over the Counter Bulletin
Board or securities exchange. Sales of a substantial number of shares of our
common stock by the Selling Stockholders within a relatively short period of
time could have the effect of depressing the market price of our common stock
and could impair our ability to raise capital through the sale of additional
equity securities.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD
BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 8.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE
The date of this preliminary prospectus is October 8, 2009.
1
PROSPECTUS
CASINO PLAYERS, INC.
18,000,000 SHARES COMMON STOCK
$0.25 per Share
Table of Contents
Page
SUMMARY 3
RISK FACTORS 8
DESCRIPTION OF BUSINESS 14
DESCRIPTION OF PROPERTIES 19
LEGAL PROCEEDINGS 19
USE OF PROCEEDS 19
DETERMINATION OF OFFERING PRICE 20
DILUTION 20
DIVIDENDS 21
SELLING STOCKHOLDERS 21
SELLING STOCKHOLDER TABLE 23
PLAN OF DISTRIBUTION 24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30
DESCRIPTION OF SECURITIES 32
INTEREST OF NAMED EXPERTS AND COUNSEL 33
EXPERTS 34
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES 34
ORGANIZATION WITHIN LAST FIVE YEARS 34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION & PLAN OF OPERATIONS 35
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 43
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 44
WHERE YOU CAN FIND MORE INFORMATION 45
FINANCIAL INFORMATION F-1
2
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with different information. This
prospectus is not an offer to sell securities in any state where the offer is
not permitted.
SUMMARY
You should read the entire prospectus before making an investment decision to
purchase our common stock. In this prospectus, unless otherwise indicated,
"we," "us," "our" and the "Company" refer to Casino Players, Inc.
Who We Are:
Casino Players, Inc. (the "Company") was incorporated on July 19, 2005 in the
state of Nevada. We are a casino representation company that conducts
business under the trade name and service mark "Casino Rated Players." We
offer free casino resort rooms to qualified gamblers who are approved by the
casino of their choice.
At June 30, 2009, we had $950 in cash on hand and a stockholders' deficit of
$461,362. For the twelve months ended December 31, 2007, we had revenues of
$81,431 and a net loss of $193,074, compared to $4,200 in revenues and a net
loss of $34,849 for the fiscal year ended December 31, 2008. For the six
months ended June 30, 2009, we generated $3,956 in revenues, compared to
$4,200 during the six months ended June 30, 2008. Net losses for June 30, 2009
were $13,466 vs. $26,345 for the six months ended June 30, 2008. The decrease
in net losses was due to a decrease of office rent from $12,000 for six months
2008 to $0 for the six months of 2009. In our auditor's 2008 audit report,
they expressed their doubt as to our ability to continue as a going concern.
We do not currently have enough capital to fund our operations for the next 12
months. We estimate that we will need $500,000 to fund our operations for
the next 12 months.
We have one subsidiary, Casino Rated Players, Inc. ("CRP"), a casino
representation company ("Rep Company" or "Casino Rep Company"). A Casino Rep
Company is essentially an extension of a casino's marketing department that
markets casino resorts to low and high rollers (gamblers) for which it
receives a commission based on the player's loss or total wagers during the
player's stay at the casino.
We record revenue after a player departs a casino or cruise line if we have
confirmation of commission amount due. Sometimes, however, it can take up to a
week to receive confirmation that a player has qualified for the Company to
receive a commission.
Our casino player is identified when he/she informs the casino dealer/manager
that he/she is a "Casino Rated Player" and shows his/her player identification
card. The casino manager then writes down the start of the player's playing
time and watches to determine average bet and hours played. The tracking
procedure is left up to the casino, and we rely on gaming info provided by the
casino management. In some instances, it has come to our attention that our
players' losses and average bets exceeded those reported by the casino, ,
thereby reducing our commissions since we make a commission based on a
player's loss at the casino. The Company has no recourse other than to not
return players to that casino.
Our business strategy is to utilize the internet to communicate with gamblers
and make them aware of our services to provide free rooms and amenities at
casinos in North America and the Caribbean.
To date, the Company has not had advertising funds to market its services. We
anticipate revenues increasing after marketing dollars are available to
promote the Company's services even though revenues over the past 18 months
have been insignificant and the trend has been decreasing. We estimate that
we need $60,000 to commence our marketing strategy.
3
Our Services
Through our website, www.CasinoRatedPlayers.com (the contents of which are not
incorporated by reference herein), we offer four services to gamblers seeking
gambling and entertainment. Applicants complete a reservation form on our
website and indicate his/her dates of travel and first and second place
priority casinos. The Company returns a confirmation to the applicant to
receive a casino rate for his/her room with the betting requirements for the
casino of his/her choice. Applicants are charged a one-time $30 per room
administrative fee after we confirm their casino room rate and qualifications
to earn a free room under "Play to Qualify." We do not charge for any
services other than a "Play to Qualify" reservation. "Play to Qualify" is a
service we offer to players that do not have a history of gaming and want to
qualify for free casino resort rooms. We contact the casino and request a
casino rate for "Play to Qualify" rooms. The casino normally offers a discount
of 50% off of the normal rate. The player uses his/her credit card to check
into the casino and is notified at check out if they qualified for a free
room. If they do not qualify, the casino rate is charged to the player's
credit card. The player pays the Company a service fee of $30 for making the
reservation; and if the player qualifies for a free room, we receive a Casino
Rep commission from the casino.
Below is a description of the four services we offer:
(1) Discounted Casino Tour Packages to Non-Qualified players. We create our
own casino tour and travel packages to Las Vegas that include a hotel room, a
transfer from the airport to the hotel, two buffet meals, one ticket to the
show, Jubilee; a $25 match play coupon (the casino provides $25 of gaming
chips to start the player's gaming, after the player puts up $25 cash to buy
$25 in chips), and discounted wine/spa/and other coupons. Las Vegas is the
only destination that we offer gaming tours to non qualified players.
(2) Complimentary Casino Resort Rooms and Suites. We offer complimentary
casino resort rooms and suites to players that qualify based on average bet
and hours of daily playing, confirmed as a qualified player by the casino
resort selected by the player. The player contacts us online requesting a free
room or "Play to Qualify" room, we respond with a confirmation of their
request and follow up with an e-mail, confirming their room after the casino
confirms availability and free room or Play to Qualify room rate.
(3) Poker Cruises to the Caribbean. We are currently negotiating with two
cruise lines to offer "Poker Mini Tournaments" to all passengers. If we are
successful, we will operate the tournaments to all passengers and market poker
cruises to the public, offering discounted cabin pricing.
(4) Free Cruise Cabins to Qualified Players. We offer qualified players
complimentary cruise cabins to the Caribbean. The player qualify by playing
casino games four hours a day with an average bet of $150 or more, depending
on the retail value of the cruise.
The Company sent over 100 gamblers to casino resorts in 2007 and less than 50
in 2008. They were all "Play to Qualify" players.
The Company's goal is to add another revenue stream from cruise passengers
that desire to play poker instead of casino slots or table games. In April
2007, we had 60 passengers who signed up with the Company to "Play to Qualify"
on a cruise. None of the players qualified. However, we earned approximately
$7,200 in cabin commissions.
Casino Licenses
A Casino Rep Company needs a gaming license from each state that the Casino
Rep Company wants to send players and a casino rep agreement from the relevant
casino. We are licensed in Nevada, New Jersey, the Bahamas, Foxwoods in
Connecticut and Puerto Rico. In granting the licenses in the foregoing
territories, the relative gaming commissions and casino completed a customary
and thorough background check on Joe Fahoome, the President of Casino Rated
Players. We have a total 25 licenses, 14 of which are with Harrah's casinos.
History:
4
We have been in business since 2004, operating out of Ft. Lauderdale, Florida
and Detroit, Michigan. Our President, Joseph Fahoome, has over 25 years
experience in owning and operating a Casino Rep Company in Detroit and
relocated to Ft. Lauderdale in 2004 to operate Casino Rated Players. Mr.
Fahoome owned a Casino Rep business in Detroit for over 25 years, sending
players primarily to Las Vegas and Atlantic City in groups of 10 to 100
players. The marketplace changed in Detroit when three new casinos
simultaneously opened in Detroit, all operating 24 hours a day, 7 days a week
and offering the same games and entertainment Las Vegas and Atlantic City
offered, resulting in dramatic decrease of players' interest in Las Vegas or
Atlantic City.
Offices:
Our offices are located at 2400 North Commerce Parkway, Suite 105 Weston,
Florida 33326 (10 miles west of Ft. Lauderdale). Our telephone number is
(954) 684-8288.
5
Selected Financial Data
The following financial information summarizes the more complete
historical financial information included at the end of this prospectus.
At June 30, At December 31,
2009 2008
(Unaudited) (Audited)
Balance Sheet
Total Assets $6,844 $6,907
Total Liabilities $468,206 $454,802
Stockholders' Equity (Deficit) $(461,362) $(447,896)
For the Six Months For the Twelve Months
Ended June 30, Ended December 31,
2009 2008 2008 2007
(Unaudited) (Unaudited) (Audited) (Audited)
Income Statement
Revenues $3,956 $4,200 $4,200 $81,431
Cost of Sales $0 $0 $0 $65,271
Operating Expenses $13,384 $30,545 $39,049 $209,204
Net Loss $(13,466) $(26,345) $(34,849) $(193,074)
6
The Offering
The Issuer: Casino Players, Inc., a Nevada corporation (the "Company")
Securities Being Offered: Up to 18,000,000 shares of common stock (the
"Shares") from time to time on a delayed or continuous basis, 12,000,000 of
which are being offered by the Company and 6,000,000 by the selling
stockholders named in this prospectus (the "Selling Stockholders"). None of
the Selling Stockholders are affiliates of the Company. The shares of common
stock offered by the Selling Stockholders represent approximately 20.4% of the
issued and outstanding shares of the Company (approximately 15.7% upon the
sale of all of the 12,000,000 shares of the Company).
Selling Stockholders: The Selling Stockholders named in this prospectus are
existing stockholders of our Company who received shares of our common stock
in one or more offerings exempt from the registration requirements of the
Securities Act of 1933, as amended, or the Securities Act, under Section 4(2)
of the Securities Act promulgated thereunder.
Offering Price:
We have arbitrarily determined the $0.25 purchase price of our common stock
registered on a registration statement of which this prospectus is a part.
Upon the effectiveness of the registration statement, we intend to solicit a
registered broker/deal to submit an application with FINRA to be a market
maker of our common stock and to have our common stock quoted on the OTC
Bulletin Board. The Selling Stockholders will sell their shares at privately
negotiated prices, and/or prevailing market prices if our common stock is
quoted on the OTCBB.
Minimum Number of
Shares to be Sold: None
Common Stock
Outstanding Before
and After Offering: As of the date of this prospectus, there are
29,350,000 shares of our common stock are issued and outstanding. Assuming the
sale of the 12,000,000 shares of common stock being offered by the Company in
this prospectus, there will be 41,350,000 shares of common stock issued and
outstanding.
Use of Proceeds: If we sell all of the 12,000,000 shares offered by the
Company, we will receive $2,950,000 in net proceeds. We expect the net
proceeds from the sale of fifty percent (50%) of the Shares will sustain our
operations for a period of twelve months. We intend to use the remaining fifty
percent (50%) of the net proceeds to market the Company's website and travel
related products through the Internet, email pop-ups and banner ads, direct
mail and print advertising and strategic acquisitions. We will not receive
any of the proceeds from the sale of Shares offered by the Selling
Stockholders. We will pay all expenses in connection with the registration of
the common stock.
Risk Factors: See "Risk Factors" and the other information in this
prospectus for a discussion of the factors you should consider before deciding
to invest in shares of our common stock.
7
RISK FACTORS
You should carefully consider the risks and uncertainties described below and
the other information in this prospectus. If any of the following risks
actually occur, our business, financial condition and operating results could
be materially adversely affected.
Going Concern
At June 30, 2009, we had $950 in cash on hand and stockholders' deficit of
$4561,362. For the twelve months ended December 31, 2007, we had revenues of
$81,431 and a net loss of $193,074, compared to $4,200 in revenues and a net
loss of $34,849 for the fiscal year ended December 31, 2008. For the six
months ended June 30, 2009, we generated $3,956 in revenues, compared to
$4,200 during the six months ended June 30, 2008. In our auditors' 2008
audit report, they have expressed their doubt as to our ability to continue as
a going concern. We do not currently have enough capital to fund our
operations for the next 12 months. We estimate that we will need $500,000 to
fund our operations for the next 12 months. The going concern opinion of the
auditors might negatively impact our ability to raise capital to fund our
operations or pursue our business strategy and your ability to sell your
shares of the Company's common stock. If we do not raise sufficient amount of
funds from this offering and/or subsequent private and public offerings, we
might have to cease operations.
You may never realize a return on your investment.
THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS
INVESTMENT OR THAT HE WILL NOT LOSE HIS ENTIRE INVESTMENT IN THE COMPANY. To
date, the Company has limited operations and revenues. We have never earned a
profit and there can be no assurance that we will ever achieve profitable
operations. Our ability to implement our business plan is dependent, among
other things, on the completion of this Offering. If we fail to raise any or a
sufficient amount of money in this offering, we may fail as a business. Even
if we raise sufficient amount of funding in this Offering, there can be no
assurance that our business model will succeed.
Current conditions in the global markets and general economic pressures may
adversely affect consumer spending and our business and results of operations.
Our performance depends on the impact of economic conditions on levels of
consumer spending. Recently, the gaming industry has experienced decreasing
revenues due to the prolonged recession, high unemployment, and decreased
consumer spending and several casinos have cut back on the amount of
complimentary number of rooms and other travel and other complimentaries (also
known in the industry as "comps") and have filed for bankruptcy protection
under Chapter 11 of the bankruptcy laws. As a result of the credit market
crisis, coupled with declining consumer and business confidence, the
recession, high unemployment, comps and other challenges currently affecting
the global economy, consumers are continuing to curb discretionary spending,
which is having an effect on the gaming industry which adversely affects our
business. An extended duration or deterioration in current economic conditions
could have a further material adverse impact on our financial condition and
results of operations.
Casinos have been reducing their complimentaries.
In light of the recession and gamblers' decrease in discretionary income,
casinos have been reducing their comps in order to increase their gross
margins. Since we depend on such comps to pass on to our customer, our
business may be materially adversely affected if cannot require comps and/or
we fail to grow our business, including, but not limited to, acquiring
profitable Casino Rep Companies.
8
We are dependent on our management team.
We believe that our success will depend on the experience of William Forhan,
our Chief Executive Officer, Chief Financial Officer and Chairman, and Joseph
Fahoome, our President and Director. The loss of their services would have a
materially adverse effect on our business.
Local casinos and slot parlors could hurt our business.
We face intense competition. Over the past few years, many states have
permitted and continue to permit casino companies to build and operate slot
parlors and casino resorts in their states in order to provide employment,
tourist dollars and taxes. Many casino resorts and casino parlors have been
marketing their business to gamblers who frequent Las Vegas and/or Atlantic
City. Gamblers who wish to save time and money by frequenting local slot
parlors and casinos, especially in light of the current recession and decrease
in discretionary income, have been adversely affecting casino resorts in Las
Vegas and Atlantic City as well as other destinations. Therefore, competition
in our industry is high and intense and becoming more so. We do not know
when or if, such traditional destinations will return to their prior levels.
Our business and stock price could be adversely be affected by the
proliferation of local casinos and slot parlors.
We do not have any way of collecting commissions in certain instances.
A complimentary room policy is also available directly from the casino resort
since the casino's marketing department is constantly soliciting players to
visit their casino by offering free rooms as a motivation to play at the
casino where they stay instead of going to other casinos. The casinos are
trying to increase their database of players. The Casino Rep's commissions are
protected by the casino if the player was delivered by a Casino Rep and the
player has been to the casino in the past 12 months. Casino contracts are in
writing with all casinos outlining the casino qualifications to earn a free
room and commission paid to the Casino Rep Company. The Company does not have
any way of enforcing a casino contacting a Casino Rep's player before 12
months have elapsed, unless a player advises the Rep Company that he/she was
contacted. The casino does not pay a commission after the 12 month period has
passed. They are then considered the casino's customer unless the Rep Company
sends the player back to the casino before the player accepts a casino
invitation. Our inability to enforce a casino contacting a Casino Rep's player
before 12 months have elapsed, unless the player advises us that he was
contacted, could materially affect our business operations.
Cruise ships might limit our poker tournaments to only those players we bring
on board.
In April 2005, the Company operated one seven night cruise mini poker
tournament (the "Poker Cruise") on a cruise ship before the ship sailed the
Caribbean to the Mediterranean. The poker tournament was to be available to
all passengers on board. However, the cruise line changed its decision once
it departed and only let the Company's 10 poker passengers play, denying that
opportunity to the other 1,800 passengers. The Company did not have a legal
contract signed by the cruise company. We had detailed emails from their
corporate Director of Marketing confirming all passengers could play, but the
ships Chief Operating Officer ignored the emails and restricted passengers
playing. The financial results were disappointing because we had 12 staff
members on board and the tournament was limited to only the ten cruise players
we had brought. The Company had not operated any additional Poker Cruises.
The Company is in discussions with another cruise line to lease public space
and offer mini-tournaments to all cruise passengers; and the Company continues
negotiating with the original cruise company for future sailings. The Company
does not intend to use this cruise line without a written and enforceable
contract in place. If we are unable to obtain written contracts with cruise
ships in the future, we will not be able to enforce our agreed upon
arrangements with them and our business could suffer as a result of this.
Our limited operating history will make it difficult to evaluate an investment
in our common stock.
Casino Players, Inc. commenced operations in July 2005 which may make it
difficult for you to evaluate our business and prospects based on prior
performance. We have limited revenues, and our business model requires us to
secure working capital for marketing expenses. If our model fails, then we
will fail as a company. While we did purchase assets of our predecessor,
Casino Rated Players, Inc., that business had been dormant from March 2005 to
December 2005 because of lack of working capital to market the services.
Therefore, when we purchased these assets, we had to recommence the business
and attempt to raise necessary working capital to market our services. Unless
we raise sufficient funds in this offering, we won't be able to succeed in our
business model.
9
The offering price of the Shares has been arbitrarily determined. The
prevailing offering price of our common stock might be less than the $0.25
offering price.
There has been no prior market for our common stock or other securities. We
have arbitrarily determined the $0.25 offering price of the shares being
registered. Upon the effectiveness of the registration statement of which
this prospectus forms a part, we intend to solicit a registered broker/deal to
submit an application with FINRA to be a market maker of our common stock and
to have our common stock quoted on the OTC Bulletin Board. We can give no
assurances that that such application will be approved. Even if our common
stock is quoted on the OTC Bulletin Board, the prices of our common stock will
be subject to market conditions and privately negotiated transactions. The
prevailing market prices of our common stock might be less than your purchase
price of our common stock.
We may not be able to retain managers and executives.
We cannot assure you that our systems, procedures and controls will be
adequate to support our operations as they expand. Presently, Mr. William
Forhan, our CEO, CFO and Chairman, and Mr. Joseph Fahoome, our President and a
Director, are the only members of our management team. We do not have any
other employees. If we succeed in raising capital, and if our managers
effectively utilize that capital and we grow quickly, such future growth could
impose significant added responsibilities on them, including the need to
identify, recruit and integrate new senior level managers and executives. We
cannot assure you that such additional management will be identified and
retained by us. If we are unable to manage our growth efficiently and
effectively or are unable to attract and retain additional qualified
management, then there could be a material adverse effect on our financial
condition and results of operations.
We face very strong competition from Casino Representatives (Casino Reps).
Certain of our Casino Rep competitors are much larger and well established and
have significant financing in place for growth. There are over 800 similar
Casino Reps in the marketplace. They may have lower overhead cost structures
and may, therefore, be able to provide their products at lower prices than we
can. We have elected to focus our marketing efforts on a niche of smaller-
stakes players (and their families) that do not have the financial clout to
request free or heavily discounted rooms at many casino destinations.
Therefore, we can give no assurance that we will ever be able to secure long-
term and profitable customer accounts.
We also face very strong competition from casinos.
casinos are our strongest competition and large sums of money to advertise
their loyalty programs to past and potential casino players. In addition,
they send direct mailing invitations to our past guests and offer them free
rooms and amenities, which exceed our services. Casinos also have hosts on
site to take care of players and have the ability to offer more complimentary
services then we can offer, which sways the player to go directly to the
casino host for their next trip, versus using us.
A majority of our commissions will be from 14 of Harrah's casinos. The loss of
our relationship with Harrah's could have a material adverse effect on our
business operations.
Fourteen of our 25 licenses are with Harrah's casinos. If we were to lose our
licenses with Harrah's, we would seek similar license from competitive casinos
in the marketplaces desired. Our failure to get similar licenses with other
casinos could have a material adverse affect on our business operations.
player referrals to casinos are currently our only revenue stream.
CRP derives revenues from casino referrals that are paid on the players
betting volume and or losses. The Company faces the risk that a player will
not play as much as is required to qualify for a commission, resulting in the
casino not paying CRP a commission. This could affect the relationship with
10
the casino and the company if it happened on a regular basis. Our business
model requires us to expend significant sums on marketing our web site in
order to attract new players to use our services. player referral to casinos
is the only way in which we create revenue. If we do not raise sufficient
working capital, then we won't be able to compete.
The commissions received from casinos are based upon the players' hours played
per day and amount of the average bet.
The casino will issue a report to us after the player departs, which outlines
the hours played, the amount of wins or losses, and the commission paid for
delivering the player to the casino. We rely on the casinos' reports and do
not have the ability to independently verify or challenge them. There are
times when players have advised us that they lost more than the casino
reported; however, we do not have recourse with the casinos.
The voting control by our directors and officers will make it unlikely for
other stockholders to effect change even if they are dissatisfied with
management's performance.
Our officer and directors beneficially own approximately 68.3% of Casino
Players Inc's currently issued and outstanding shares of common stock. Even if
all 12,000,000 of the shares covered by this Registration Statement are sold,
Mr. Forhan and Mr. Fahoome will continue to own more than 48.4% of all
outstanding shares, and will, as a practical matter, be able to prevent other
stockholders from participating in decisions, such as the election of
directors, which affect our management and business direction.
Our corporate structure has certain anti-takeover aspects.
Under our Certificate of Incorporation, our Board of Directors has the
authority to issue shares of preferred stock in one or more series and to fix
the rights and preferences of the shares of any such series without
stockholder approval. Any series of preferred stock is likely to be senior to
the Common Stock with respect to dividends, liquidation rights and, possibly,
voting rights. In addition, since effective control of the Company is held by
William Forhan and Joseph Fahoome voting together, they can limit or prohibit
others from attempting to take over control of the Company and could have the
effect of discouraging unsolicited acquisition proposals and other attempts to
buy our company. Further, it could be more difficult for a third party to
acquire control of us, even if that change of control might be beneficial to
our shareholders.
We may never pay dividends.
To date, we have not paid any cash dividends on our common stock. Even if we
become profitable in the future, it is likely that we will retain much or all
of our future earnings to finance future growth and expansion.
There is currently no market for our stock, if one ever develops and
maintained and there may only be limited ways to transfer your shares.
There is currently no market for our stock. The Shares are being offered and
sold pursuant to Registration under the Securities Act of 1933, as amended
(the "Act"), of which this prospectus forms a part, and similar provisions of
applicable blue sky state laws. While it is our intent to solicit registered
market-maker to apply to FINRA to have our Common Stock quoted on the Over-
the-Counter Bulletin Board (OTCBB), we cannot assure you that we will be
successful in such application or, that if we are successful, that a market
for our common stock will ever develop or continue on the OTCBB. Purchasers of
Shares will need to bear the economic risk of the investment for an indefinite
period of time.
There is no minimum number of Shares we have to sell in this offering.
We are making this Offering on a "best efforts, no minimum basis." What this
means is that all the net proceeds from this Offering will be immediately
available for use by us, and we do not have to wait until a minimum number of
Shares have been sold to keep the proceeds from any sales. We cannot assure
you that subscriptions for the entire Offering will be obtained. We have the
right to terminate the Offering of the Shares at any time, regardless of the
number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations and cash needs and
to achieve our objectives could be adversely affected if the entire offering
of Shares is not fully subscribed for.
11
State laws may limit re-sales of the Shares.
The holders of our shares of common stock and persons who desire to purchase
them in any trading market that might develop in the future should be aware
that there might be significant state law restrictions upon the ability of
investors to resell our shares. Accordingly, even if we are successful in
having the Shares available for trading on the OTCBB, investors should
consider any secondary market for the Company's securities to be a limited
one. We intend to seek coverage and publication of information regarding the
Company in an accepted publication, which permits a "manual exemption." This
manual exemption permits a security to be distributed in a particular state
without being registered if the company issuing the security has a listing for
that security in a securities manual recognized by the state. However, it is
not enough for the security to be listed in a recognized manual.
The listing entry must contain (1) the names of issuers, officers, and
directors, (2) an issuer's balance sheet, and (3) a profit and loss statement
for either the fiscal year preceding the balance sheet or for the most recent
fiscal year of operations. Furthermore, the manual exemption is a non-issuer
exemption restricted to secondary trading transactions, making it unavailable
for issuers selling newly issued securities. Most of the accepted manuals are
those published in Standard and Poor's, Moody's Investor Service, Fitch's
Investment Service, and Best's Insurance Reports, and many states expressly
recognize these manuals. A smaller number of states declare that they
'recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky,
Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
Investors in the Shares will suffer immediate and substantial dilution from
the price they pay for the shares.
Investors in Casino Players, Inc.'s shares will acquire a minority interest in
Casino Players, Inc., but will make a substantially greater financial
investment than will the existing stockholders. There will be an immediate
loss of value of your investment in the event Casino Players, Inc. was
liquidated.
Sales of a substantial amount our common stock in the future could cause our
stock price to fall.
Some stockholders hold a substantial number of shares of our common stock. If
we are successful in developing a secondary market for our shares, then sales
of a substantial number of shares of our common stock within a short period of
time in the future could impair our ability to raise capital through the sale
of additional debt or stock and/or cause our stock price to fall. Typically,
if the market for a company's stock is not highly liquid and the holder of a
substantial number of shares attempts to sell quickly a large number of
shares, the price for the shares will decrease, sometimes at a rapid rate. In
this situation, potential equity or convertible debt funders to the Company
may be reluctant to provide financing since the value of their equity rights
might decrease substantially. Also, the value of your shares might decrease
substantially.
Sales of our common stock by the Selling Stockholders in a concurrent offering
may depress our stock price.
As there is no market for our common stock, the shares being offered for
resale by the Selling Stockholders will be offered and sold at the fixed price
of $0.25 per share for the duration of this offering or until the shares
become quoted on a securities market, such as the Over-the-Counter Bulletin
Board or securities exchange. Sales of a substantial number of shares of our
common stock by the Selling Stockholders within a relatively short period of
time could have the effect of depressing the market price of our common stock
and could impair our ability to raise capital through the sale of additional
equity securities.
We plan to use our stock to pay, to a large extent, for future acquisitions
and this would be dilutive to investors.
We plan to use additional stock to pay, to a large extent, for future
acquisitions, and believe that doing so will enable us to retain a greater
percentage of our operating capital to pay for operations and marketing. Price
and volume fluctuations in our stock might negatively impact our
ability to effectively use our stock to pay for acquisitions, or it could
cause us to offer stock as consideration for acquisitions on terms that are
not favorable to us and our shareholders. If we did resort to issuing stock in
lieu of cash for acquisitions under unfavorable circumstances, it would result
in increased dilution to investors.
12
If we fail to maintain an effective system of internal controls, we may not be
able to detect fraud or report our financial results accurately, which could
harm our business and we could be subject to regulatory scrutiny.
Upon the effectiveness of this Registration Statement of which this prospectus
forms a part, we will be required to file periodic and other reports with the
SEC. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, referred to
as Section 404, we will be required, to perform an evaluation of our internal
controls over financial reporting in our annual report on Form 10-K for the
fiscal year ended December 31, 2009, and have our independent registered
public accounting firm test and evaluate the design and operating
effectiveness of such internal controls and publicly attest to such
evaluation. We are in the process of preparing an internal plan of action for
compliance with the requirements of Section 404, which includes a timeline and
scheduled activities, although as of the date of this filing we have not yet
completed our effectiveness evaluation. As a result, we cannot guarantee that
we will not have any material weaknesses reported by our independent
registered public accounting firm. Compliance with the requirements of
Section 404 is expected to be expensive and time-consuming. If we fail to
complete this evaluation in a timely manner, or if our independent registered
public accounting firm cannot timely attest to our evaluation or disagrees
with management's report on the Company's internal control over financial
reporting, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations, and cause potential stockholders and clients to lose
confidence in our financial reporting, which could harm our business and the
value of our common stock. Also, our failure to maintain effective internal
controls may increase our susceptibility to fraud and error and may also
expose our company and its officers and directors to additional liability.
We are subject to the penny stock rules, which may adversely affect trading in
our common stock.
Currently our common stock is a "low-priced" security under the "penny stock"
rules promulgated under the Securities Exchange Act of 1934, as amended. In
accordance with these rules, broker-dealers participating in transactions in
low-priced securities must first deliver a risk disclosure document that
describes the risks associated with such stocks, the broker-dealers' duties in
selling the stock, the customer's rights and remedies and certain market and
other information. Furthermore, the broker-dealer must make a suitability
determination approving the customer for low-priced stock transactions based
on the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the
customer, obtain specific written consent from the customer, and provide
monthly account statements to the customer. The effect of these restrictions
will probably decrease the willingness of broker-dealers to make a market in
our common stock, decrease liquidity of our common stock and increase
transaction costs for sales and purchases of our common stock as compared to
other securities. Our management is aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent abuses normally associated with "low-priced"
securities from being established with respect to our securities.
FORWARD LOOKING STATEMENTS
When used in this Prospectus, the words or phrases "will likely result," "we
expect," "will continue," "anticipate," "estimate," "project," "outlook,"
"could," "would," "may," or similar expressions are intended to identify
forward-looking statements. We wish to caution readers not to place undue
reliance on any such forward-looking statements, each of which speaks only as
of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Such risks
and uncertainties include, among others, success in reaching target markets
for products in a highly competitive market and the ability to attract future
customers, the size and timing of additional significant orders and their
fulfillment, the success of our business emphasis, the ability to finance and
sustain operations, the ability to raise equity capital in the future despite,
and the size and timing of additional significant orders and their
fulfillment. We have no obligation to publicly release the results of any
revisions, which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date
of such statements.
13
Throughout this prospectus, references to "we," "us," "our," "CPI," "CRP,"
the "Company," collectively mean Casino Players, Inc. and Casino Related
Players, Inc.
DESCRIPTION OF BUSINESS
Investors are encouraged to read the Summary contained in this forepart of
this Prospectus.
General
Casino Players, Inc. was incorporated on July 19, 2005 in the state of Nevada.
We are a casino representative company (a "Casino Rep Company") that conducts
business under the trade name and service mark "Casino Rated Players." We
offer free casino resort rooms to qualified gamblers approved by the casino
resorts. We have been in business since 2004, operating out of Ft. Lauderdale,
Florida and Detroit, Michigan. Our President, Joseph Fahoome, has over 25
years experience in owning and operating a Casino Rep Company in Detroit and
relocated to Ft. Lauderdale in 2004 to operate Casino Rated Players. Mr.
Fahoome owned a Casino Rep Company in Detroit for over 25 years, sending
players primarily to Las Vegas and Atlantic City in groups of 10 to 100
players. The marketplace changed in Detroit when three new casinos
simultaneously opened in Detroit, all operating 24 hours a day, 7 days a week
and offering the same games and entertainment Las Vegas and Atlantic City
offered, resulting in dramatic decrease of players' interest in Las Vegas or
Atlantic City.
On September 30, 2005, we acquired Casino Rated Players, Inc. ("CRP"), a
former Casino Rep Company with licenses with 25 casinos in North America. A
Casino Rep Company is essentially an extension of a casino's marketing
department that markets casino resorts to low and high rollers (gamblers) for
which it receives a commission based on the player's loss or total wagers
during the player's stay at the casino resort.
In consideration for CRP, we issued 4,000,000 shares of restricted common
stock to the former owner of CRP, Invicta Group, Inc. Invicta Group, Inc.
transferred the 4,000,000 shares to Mr. Forhan on June 28, 2008 when Mr.
Forhan agreed to forgive two of Invicta Group, Inc's. liabilities to Mr.
Forhan: $200,000 accrued wages to Mr. Forhan and $245,000 loan due to Mr.
Forhan. Mr. Forhan was a related party as he was the Chief Executive Officer
of Invicta Group Inc. at the time of the acquisition and transfer and the
Chief Executive Officer of Casino Players, Inc. at the time of the transfer.
The independent directors of Invicta negotiated on behalf of Invicta.
At June 30, 2009, we had $950 in cash on hand and a stockholders' deficit of
$461,362. For the twelve months ended December 31, 2007, we had revenues of
$81,431 and a net loss of $193,074, compared to $4,200 in revenues and a net
loss of $34,849 for the fiscal year ended December 31, 2008. For the six
months ended June 30, 2009, we generated $3,956 in revenues, compared to
$4,200 during the six months ended June 30, 2008. Net losses for June 30, 2009
were $13,466 vs. $26,345 for the six months ended June 30, 2008. The decrease
in net losses was due to a decrease of office rent from $12,000 for six months
2008 to zero for the six months of 2009. In our auditor's 2008 audit report,
they expressed their doubt as to our ability to continue as a going concern.
We do not currently have enough capital to fund our operations for the next 12
months. We estimate that we will need $500,000 to fund our operations for
the next 12 months.
Our Services
Through our website, www.CasinoRatedplayers.com (the contents of which are not
incorporated by reference herein) we offer four services to gamblers seeking
gambling and entertainment. Applicants complete a reservation form on our
website and indicate his/her dates of travel and first and second place
priority casinos. The Company returns a confirmation to the applicant to
receive a casino rate for his/her room with the betting requirements for the
casino of his/her choice. Applicants are charged a one-time $30 per room
administrative fee after we confirm their casino room rate and qualifications
to earn a free room under "Play to Qualify". We do not charge for any
services other than a "Play to Qualify" reservation.
Below is a description of the four services we offer:
(1) Discounted Casino Tour Packages to Non-Qualified players. We create our
own casino tour and travel packages to Las Vegas that include a hotel room, a
14
transfer from the airport to the hotel, two buffet meals, one ticket to the
show, Jubilee, a $25 match play coupon (i.e., the casino provides $25 of
gaming chips to start the player's gaming, after the player buys $25 in
chips.), and discounted wine/spa/and other coupons. Las Vegas is the only
destination that we offer gaming tours to non qualified players.
(2) Complimentary Casino Resort Rooms and Suites. We offer complimentary
casino resort rooms and suites to players that qualify based on average bet
and hours of daily playing, confirmed as a qualified player by the casino
resort selected by the player. The player contacts us online requesting a free
room or "Play to Qualify" room. We respond with a confirmation of their
request and follow up with an email confirming their room after the casino
confirms availability and free room or "Play to Qualify" room rate. "Play to
Qualify" is a service we offer to players that do not have a history of gaming
and want to qualify for free casino resort rooms. We contact the casino and
request a casino rate for "Play to Qualify" room. The casino normally offers a
discount of 50% off of normal rate. The player uses his credit card to check
into the casino and will be notified at check out if they qualified for a free
room. If they do not qualify, the casino rate will be charged to the player's
credit card, receiving a discounted room rate. The player pays the Company a
service fee of $30 for making the reservation, and if the player qualifies for
a free room, we receive a casino rep commission from the casino.
(3) Poker Cruises to the Caribbean. We are currently negotiating with two
cruise lines to offer "Poker Mini Tournaments" to all passengers. If we are
successful, we will operate the tournaments to all passengers and market poker
cruises to the public, offering discounted cabin pricing.
(4) Free Cruise Cabins to Qualified Players. We offer qualified players
complimentary cruise cabins to the Caribbean. The player will qualify by
playing casino games for four hours a day with an average bet of $150 or more,
depending on the retail value of the cruise.
Qualification for complimentaries (known as "comps") typically is based on a
gambler having to play table games or slot machines for a minimum of four
hours per day, with average hands from between $50 to 150 for table games and
from $1 to 5 for slot machine play. The availability and extent of
complimentary products and services is dependent upon the gaming history of
the player. The casino determines the average bet and whether the player is
qualified for a free room or "Play to Qualify" room.
The Company derives its revenue from the commissions earned from travel
suppliers, casino Resorts and on the direct sale of travel and gaming related
products. For the twelve months ended December 31, 2007, we had revenues of
$81,431 and a net loss of $193,074, compared to $4,200 in revenues and a net
loss of $34,849 for the fiscal year ended December 31, 2008. For the six
months ended June 30, 2009, we generated $3,956 in revenues, compared to
$4,200 during the six months ended June 30, 2009. The Company has performance
contacts with various casinos that, based upon average play and wagering the
Company receives an agreed upon percentage of the casinos theoretical revenue.
No commission is recognized as revenue until confirmation of receipt of the
commission.
The percentage of our compensation varies from casino to casino, but generally
averages between 10% and 15% percent of the player's estimated average bet
per hand multiplied by the estimated number of hands per hour of play in
domestic casinos, and 10% to 15% percent of the player's estimated losses at
Caribbean casinos. Casinos do not deduct the cost incurred to obtain a player
from a Casino Rep's commission. If a player visits a Caribbean casino and
wins, the casino pays the Casino Rep Company a flat fee of $50-$100 for
delivering the player to the casino.
The casinos offer all players, at hotel check in, a "Players Card" that is
used for tracking the player's waging activity. When a player plays slots,
they put their card into slot machine and remove it when they are done. The
casino tracks by computer the time played, average bet, total bet, and win or
losses. The player that plays a table game (such as craps or black jack) put
his/ her Players Card on the table and a host from casino manually records
when they started and ended gaming play. The amount of wages are watched from
cameras and so noted. The tracking for slots is accurate but the table
calculation has a potential for inaccuracy. The casinos have no recourse
against us if the players we provide them do not gamble at the levels
expected. The casino will often take a Casino Rep Company's reference for a
new player and provide him a complimentary room. Traditionally, a casino does
not offer anything free to an unknown player, but will offer the player an
opportunity to "Play to Qualify." The casino will offer a casino rate for a
room (normally 50% off the rate a non player pays, for a maximum of 3 nights).
The player checks into the casino with a credit card with the understanding
15
he/she will be charged a casino room rate if he/she does not qualify for a
free room. The casino will have a player's rating ready for early morning
check out, and, if they played for the minimum qualifications, they will
receive a complimentary room and are invited back for a free room in the
future. If the player qualifies, the Company receives its commission. If the
player does not qualify, then nothing is paid to the Company and the player
pays the casino rate for the room.
Our player is identified when he/she advises the casino dealer/manager that
he/she is a "Casino Rated Player" and shows a player ID Card. The casino
manager then writes down the start of playing time and watches to determine
average bet and hours played. The tracking procedure is left up to the casino,
and the Casino Rep Company has to rely on gaming info provided by the casino
management. In some instances, it has come to our attention that our players'
losses and average bets exceeded those reported by the casino, thereby
reducing our commissions since we make a commission based on a player's loss
at the casino. The Company has no recourse other than to not return players
to such casinos who under report our player's losses and average bets.
The Company's goal is to add another revenue stream from cruise passengers
that desire to play poker instead of casino slots or other table games. In
April 2005, the Company operated one seven night Caribbean cruise mini-poker
tournament on a cruise ship before the ship sailed to the Mediterranean. The
poker tournament was to be available to all passengers on board. However, the
cruise line changed its decision once it departed and only let the Company's
10 poker passengers play, denying that opportunity to the other 1,800
passengers. The Company did not have a legal contract signed by the cruise
company and was unable to take any legal recourse against the cruise line
company. As a result of the cruise line's restrictions, the financial results
were disappointing because we had 12 staff members on board and the tournament
was limited to only the 10 cruise players we had brought. The Company does not
intend to do business with this cruise line in the future without a written
and enforceable contract. Also, the Company is in discussions with another
cruise line to lease public space and offer mini-tournaments to all cruise
passengers. The Company had not operated any additional poker cruises. The
Company generated $5,600 in income to cover wages, cabins, and related
expenses for the week and netted $1,400 in profits. On average, each player
played 2-3 games a day with a $230 "Buy-In" that produced $30 per player
revenue to the Company. The balance of the Buy-In money was returned as
winnings to the mini - tournament winners.
In April 2007, we had approximately 60 passengers who signed up with the
Company to "Play to Qualify" on a cruise. None of the players qualified.
However, we earned approximately $7,200 in cabin commissions.
Governmental Regulation -- casino Licenses
A Casino Rep must qualify for a gaming license in every state that it, he or
she wants to receive gaming commission that offers gambling and then with a
respective casino resort that is offering a commission for the Casino Rep's
delivering eligible players to their property. Once a Casino Rep is licensed
with a casino resort, it may request free rooms or suites for qualified
players and receive a commission from the dollars played. There are over 800
Casino Rep Companies in the United States that are licensed in one or more
states, each receiving a commission from the licensed casino resort. Casino
resorts utilize individuals Casino Reps to market their casino play to high
and low rollers and pay a commission to licensed individuals and companies
that send qualified players. The license procedure for a casino rep in the
state in which he or she submits a casino license application includes a
financial and personal background approval, including references of strong
character, no delinquent payments for alimony or child support, DUI, and poor
credit status, by each state or government that has legalized gambling. The
objective of the states or government is to keep the image of the gaming
industry clean and to assure casino resorts that a thorough investigation has
been completed. The casino will also do its own personal investigation of a
potential Casino Rep even though the state has approved the individual to
receive commissions from a licensed casino resort. An annual fee is charged by
the state ranging from $700 in Nevada to $800 in Mississippi and is renewable
annually when the Casino Rep pays a renewal fee and receives a new favorable
background check from his local police department. The Company's President,
Joseph Fahoome, is licensed in Nevada, New Jersey, Connecticut, and the
Bahamas. The Company needs at least one officer to be licensed to qualify for
commissions from casino resorts. Joseph Fahoome is licensed at 14 of Harrah's
casinos, Nassau Bahamas' Crystal Palace and Trump Plaza casino in Atlantic
City. The licenses were obtained by completing each state's due diligence
forms and receiving a background report from a local police department.
Business Strategy
16
Our business strategy is to utilize the internet to communicate with gamblers,
make them aware of our services to provide free rooms and amenities at casinos
in North America and the Caribbean. The Company sent over 100 gamblers to
casino resorts in 2007 and less than 50 in 2008.
We learn of a player's gaming history by asking the potential player a series
of questions and then contacting the casino at which the player claims he/she
should receive complimentary rooms to verify his/her playing history. The
casinos also have a service for verification of a player's credit and playing
trends, which is checked by using the player's name, address and birth date.
The service is not available to Casino Rep companies directly. We are
required to directly contact the casino for verification. The casino
determines the play of the player and prepares a report to the Casino Rep
Company that verifies the average bet, hours played, amount won or lost and
commission due to the Casino Rep. The casino's report is generated by visually
observing and monitoring table games (craps, blackjack roulette, etc.) and the
slot play is measured by the slot machine computer chip by the minute. The
complimentary room policy is also available directly from the casino resort
since the casino's marketing department is constantly soliciting players to
visit their casino by offering free rooms as a motivation to play at the
casino where they stay instead of going to other casinos. The casinos are
trying to increase their database of players. The Casino Rep's commissions are
protected by the casino if the player was delivered by the Casino Rep and the
player has been to the casino within the past 12 months. The Company does not
have any way of enforcing a casino contacting a Casino Rep's player before 12
months have elapsed, unless a player advises the Rep Company that he/she was
contacted. The casino does not pay a commission after the 12 month period has
passed. They are considered the casino's customer in the future unless the
Casino Rep sends the player back to the casino before the player accepts a
casino's invitation.
Marketing Strategy
We currently are not doing any marketing. Our targeted customer is a gambler
who has a gaming and entertainment budget close to $200 a day or more. We
estimate that we need $60,000 to commence our marketing strategy. The goal is
to market our services to gamblers through the internet and by eventually
purchasing ad space in Sunday travel sections of newspapers if and when we
have sufficient funds to do so.
Our Players, Inc. database has grown to over 1,000 people from Joseph
Fahoome's Casino Rep Company that was headquartered in Detroit, Michigan.
Mr. Fahoome co-owned a Casino Rep Company in Detroit for 25 years and operated
tour and travel packages to Las Vegas, Nassau, and Atlantic City. He also
sent players to casino Resorts in those locations. Joseph Fahoome's company,
VIP Junkets Inc., was dissolved on June 30, 2004. We plan on utilizing Mr.
Fahoome's experience of and contacts within the casino industry. Casino
Players, Inc. currently has a database of qualified players to whom we offer
free rooms, meals, and transportation. Our database is only available to us.
The Company's database includes names and home addresses but not telephone
numbers or emails. We intend to lease email lists and hire one or more email
broadcasting companies to send emails to gamblers that have opted-in for
gaming information to be sent to their respective addresses. In the past, we
have used the services of companies that specialize in email internet
broadcasting to send email invitations to a leased database of opt-in gamblers
that are seeking gaming invitations to visit casinos. The leased database is
paid per campaign and does not belong to the Company.
We also anticipate using the email broadcasting companies to generate banner
ads and broadcast pop-ups to individuals that gamble online. We believe an
online player is also interested in enjoying the excitement of a casino resort
environment, especially if they can receive a free room or a casino rate that
offers the player an opportunity to earn a free room ("Play to Qualify"). We
will rely on their suppliers (Internet Broadcasting Company) to get past ad
blockers and filters. We have not used a company for pop-ups, but intend to
contract for 200,000 pop-ups per month to online gamblers, offering free rooms
at casino resorts upon sufficient financing. If we are successful, we intend
to increase the pop-up ads from 200,000 up to 1 million per month based on our
anticipated cost on $1,000 for every 50,000 pop-ups that appear.
17
The Company also intends to market poker mini-tournaments on board Caribbean
cruise lines that agree in writing to allow all cruising passengers to play.
We intend to market poker cruises in an effort to sell cabins (40 - 50) to
poker players and to operate poker games when the ship is at sea. We intend to
bring our own poker tables and dealers to operate these tournaments. The
tournaments will be played in the card room using four poker tables, each
having from 8 to 10 players and a dealer. The poker room is open when the ship
is at sea. The player registers to play when they desire. The dealer will be
an employee of the Company and we will be responsible to pay the cruise line
for all cabins used. The dealers will be compensated for wages and all tips
are his/her to keep.
We expect our revenue to be generated from each poker player's "Buy-In" and
the commission earned for cabins sold to the public. Our expenses are expected
to be marketing expenses, dealers' wages and cabins. We anticipate paying the
cruise line a fee based on revenues generated on each sailing. We will not
need a license to operate poker tournaments.
We believe that we do not have any risk of losses to run the mini-tournaments.
The winner's money is a portion of the money paid to buy into the game. A
mini-tournament is played when one player has all of the chips (about 1 hour).
We intend to have our mini-tournaments available to all passengers on board.
We also have the opportunity to offer free cabins to qualified players and
receive a percentage of their losses. If they win, we would not receive any
compensation from the cruise line. We have had several players receive
complimentary cruise cabins, but have not earned commissions from their gaming
losses as the cruise line reported the players did not play for high enough
stakes to qualify for commissions to us. Our management has limited experience
(operated one 7 night cruise mini poker tournament) in operating mini-poker
tournaments onboard cruise lines. We currently do not have contracts to
operate poker tournaments. We intend to negotiate such agreements after we
secure funding to promote the sale of 40 to 50 cabins to players.
Competition
We face intense competition. Over the past few years, many states have
permitted and continue to permit casino companies to build and operate slot
parlors and casino resorts in their states in order to provide employment,
tourist dollars and taxes. Many casino resorts and casino parlors have been
marketing their business to gamblers who frequent Las Vegas and/or Atlantic
City. Gamblers who wish to save time and money by frequenting local slot
parlors and casinos, especially in light of the current recession and decrease
in discretionary income, have been adversely affecting casino resorts in Las
Vegas and Atlantic City as well as other destinations. Therefore, competition
in our industry is high and intense and becoming more so. We do not know
when or if, such traditional destinations will return to their prior levels.
Our business and stock price could be adversely be affected by the
proliferation of local casinos and slot parlors.
Also in light of the recession and gamblers' decrease in discretionary
income, casinos have been reducing their comps in order to increase their
gross margins. Since we depend on such comps to pass on to our customer, our
business may be materially adversely affected if cannot require comps and/or
we fail to grow our business, including, but not limited to, acquiring
profitable Casino Rep Companies.
Casino Rated Players face intense competition primarily from companies and in-
house Casino Reps. The casinos have databases tracking players at their
casinos and offer free rooms when rooms are available. They may also contact
Casino Players, Inc.'s customers directly if they have not traveled to the
respective casino in the past 12 months. Other Casino Rep Companies are also
our competitors, but they normally contact players from their respective
territories based on their corporate locale.
casino companies like Harrah's and MGM Grand have multiple locations
throughout the United States and they consolidate their player development
names from each casino and target direct mail promotions to the qualified
players offering more amenities than a Casino Rep Company can offer (e.g.,
free dinner and shows, wine with meals, larger rooms and suites). We do not
have our own "Loyalty Program."
We are not dependent on any one gambler. Notwithstanding, 14 of our 25
licenses are with Harrah's casinos. If we were to lose our licenses with
Harrah's, we would seek similar license from competitive casinos in the
marketplaces desired. If we were not successful in obtaining comparable
licenses, our business might be materially adversely affected.
18
EMPLOYEES
Casino Players, Inc. currently employs two executive officers. William Forhan
serves as Chief Executive Officer and Chief Financial Officer, and Joseph
Fahoome as President. We intend to hire additional full time employees upon
receiving sufficient funding and as our business grows.
DESCRIPTION OF PROPERTIES
We do not own or lease any property. The Company currently uses 250 squares
feet office space. The offices are located at 2400 North Commerce Parkway,
Suite 205, Weston, Florida 33326 (10 miles west of Ft. Lauderdale) at no cost.
The property is provided by a friend of the Company's Executive Officers
who is also an unrelated party. We intend to return to Ft. Lauderdale,
Florida in the near future, subject to sufficient funding.
LEGAL PROCEEDINGS
During the past five years no director or executive officer of the company (i)
has been involved as a general partner or executive officer of any business
which has filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
subjected to any order, judgment or decree of any court permanently or
temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law. The Company is not a party to any legal
proceeding nor does it have any knowledge of any pending legal claim.
The Company nor any of its offices or directors are a party to any legal
proceedings nor are aware of any pending or threatened claims.
USE OF PROCEEDS
Casino Players, Inc. will receive net proceeds of approximately $2,950,000,
assuming it is able to sell all of the 12,000,000 shares it is offering in
this Offering and after the payment of expenses estimated at $50,000. We do
not have any agreement, arrangement or understanding with any securities
broker-dealer for sale of the Shares. See "Plan of Distribution."
The offering is a self-underwritten, best efforts basis, there is no minimum
share purchase requirement and there is no guarantee as to the amount of
proceeds that will result from such an offering, if any. We will not receive
any of the proceeds from the sale of shares offered by the Selling
Stockholders.
Listed below are the estimated use of proceeds based on the percent of money
raised. We have listed them in the order of priority:
Item: 25% 50% 75% 100%
Advertising/Branding (1): $250,000 $300,000 $341,000 $341,000
Website Improvements (2): 10,000 10,000 10,000 10,000
Professional Fees (3): 75,000 75,000 75,000 100,000
Working Capital (4) 365,000 1,065,000 1,774,000 2,499,000
Total Funding: $700,000 $1,450,000 $2,200,000 $2,950,000
(1) Advertising/Branding. We intend to invest $341,000 in the next 12 months
to brand the Company with following media: Direct Mail Postcards: $25,000;
Cable TV: $100,000; News Print $150,000; Internet Banner Ads: $30,000;
Internet Pop-Ups: $24,000; and Email marketing: $12,000 per year.
19
(2) Website Improvement. We estimate this cost to be $10,000.
(3) Professional Fees. We estimate cost of auditor and attorney fees to be
$100,000 per year.
(4) Working Capital. Represents all general and administrative costs,
including deferred compensation owed to Mr. Forhan and Mr. Fahoome through
December 31, 2008, wages, office rent and phones. There will be a reserve for
general business development.
Casino Players, Inc. expects the net proceeds from the sale of fifty percent
(50%) of the Shares offered by the Company will sustain its operations for a
period of twelve months. Revenues generated during this period could extend the
period over which Casino Players, Inc. can use the net proceeds; however, we
have sustained net losses since inception in 2005. In the past, we have been
unable to generate positive cash flows to finance the business. There is no
assurance that the net proceeds will be received in time to meet our needs.
Our board of directors reserves the right to reallocate the use of proceeds to
meet unforeseen events. Pending the use of proceeds, Casino Players, Inc.
intends to deposit any funds in commercial bank accounts or invest them in
money market funds for short-term government obligations.
No minimum number of Shares must be sold in order for the Company to use
subscription funds.
We will not receive any of the proceeds from the sale of the Shares by the
Selling Stockholders. We will bear all expenses incident to the registration
of the shares of our common stock under federal and state securities laws
other than expenses incident to the delivery of the shares to be sold by the
Selling Stockholders. Any transfer taxes payable on these shares and any
commissions and discounts payable to underwriters, agents, brokers or dealers
will be paid by the Selling Stockholders. See the section of this prospectus
entitled "Selling Stockholders."
THE FOREGOING REFLECTS ONLY ESTIMATES OF THE USE OF THE PROCEEDS FOR 25%, 50%,
75% AND 100% OF THE MAXIMUM SUBSCRIPTION. IF A DIFFERENT AMOUNT OF
SUBSCRIPTION IS ATTAINED, THE AMOUNTS WILL BE ADJUSTED PROPORTIONATELY.
DETERMINATION OF OFFERING PRICE
We have arbitrarily determined the $0.25 purchase price of our common stock
registered on a registration statement of which this prospectus is a part.
Upon the effectiveness of the registration statement, we intend to solicit a
registered broker/deal to submit an application with FINRA to be a market
maker of our common stock and to have our common stock quoted on the OTC
Bulletin Board. The Selling Stockholders will sell their shares at privately
negotiated prices, and/or prevailing market prices if our common stock is
quoted on the OTCBB.
DILUTION
The difference between our offering price of $0.25 per share of common stock
and the pro forma net tangible book value per share of common stock after this
offering constitutes the dilution to investors in this offering. Our net
tangible book value per share is determined by dividing our net tangible book
value (total tangible assets less total liabilities) by the number of
outstanding shares of common stock.
At December 31, 2008 our common stock had a pro forma net tangible book value
of approximately $(447,895) or $(0.015) per share. After giving effect to
the receipt of the net proceeds from the maximum offering offered in this
prospectus at an assumed initial offering price of $0.25 per share, our pro
forma net tangible book value at June 30, 2009 would be $2,502,105 or $.06 per
share in the maximum offering. This represents an immediate increase in net
tangible book value to our present stockholders of $2,950,000 in the maximum
offering. The following table illustrates dilution to investors on a per share
basis:
20
Maximum
Offering price per share $0.25
Net tangible book value per share before offering $2,502,105
Increase per share attributable to investors $0.06
Pro forma net tangible book value per share after offering $2,502,105
Dilution per share to investors $0.19
The following tables summarize, as of December 31, 2008, the difference
between the number of shares of common stock purchased from us, the total cash
consideration paid and the average price per share paid by existing
stockholders of common stock and by the new investors purchasing shares in
this offering. The table below assumes the sale of all 12,000,000 shares
offered in this prospectus at an assumed initial public offering price of
$0.25 per share and before any deduction of estimated offering expenses.
Shares Purchased Total Cash Consideration Average
Price
Per Share
Amount Percent Amount Percent
Original Stockholders 29,350,000 70.9 $293,500 9.1 $.01
Public Stockholders 12,000,000 29.1 $2,950,000 90.9 $0.25
Total 41,350,000 100.00 $3,243,500 100.00 $.078
DIVIDENDS
We do not intend to declare any dividends in the foreseeable future. We plan
to retain earnings, if any, for the development and expansion of our business.
We have not paid dividends on our common stock to date, and we do not have
retained earnings from which to pay dividends. Even if we were able to
generate the necessary earnings, it is not anticipated that dividends will be
paid except to the extent required by the terms of any cumulative preferred
stock that may be authorized and issued in the future.
SELLING STOCKHOLDERS
The following section presents information regarding our Selling Stockholders.
The Selling Stockholder table and the notes thereto describe each Selling
Stockholder and the number of securities being sold. A description of how each
Selling Stockholder acquired the securities being sold in this offering is
detailed under the heading "Transactions with our Selling Stockholders."
We are registering 6,000,000 shares owned by and on behalf of the Selling
Stockholders named in this prospectus. We will pay all costs, expenses and
fees related to the registration, including all registration and filing fees,
printing expenses, fees and disbursements of our counsel, blue sky fees and
expenses. We will not offer any shares on behalf of any Selling Stockholder.
None of these shareholders are required to sell their shares, nor has any
shareholder indicated to us, as of the date of this prospectus, an intention
to sell his, her or its shares. Selling Shareholders are offering the common
stock for their own accounts. Any material relationship between us and a
Selling Shareholder is identified below in the footnotes to the table of
shareholders.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
Selling Stockholders, including, (i) the number of shares of our common stock
beneficially owned by each prior to this offering; (ii) the percentage of such
shares of the Company's issued and outstanding shares; (iii) the total number
of shares of our common stock that are to be offered by each Selling
Stockholder; (iv) the percentage of the issued and outstanding shares being
offered;(v) the total number of shares that will be beneficially owned by each
Selling Stockholder upon completion of the offering; and (vi) the percentage
21
owned by each upon completion of the offering. To the best of our knowledge,
none of the Selling Stockholders is a broker-dealer, underwriter or affiliate
thereof.
The shares below were issued to each of the Selling Stockholders for services
rendered under the exemption from the registration requirements of the
Securities Act of 1933, as amended, afforded the Company under Section 4(2)
promulgated thereunder due to the fact that the issuance did not involve a
public offering of securities.
22
SELLING STOCKHOLDER TABLE
Name of Selling Shareholder Shares Owned % Owned Before Shares Offered % of Outstanding Shares Owned % Owned
Before Offering Offering by this Prospectus Offered( 6) After Offering After Offering (7)
Double Diamond Investments,
Inc., a Nevada corporation (1) 2,200,000 5.9% 2,200,000 25.9% 0 0%
The Scott Law Firm, P.A., a
Florida professional
association (2) 1,900,000 5.1% 1,900,000 6.5% 0 0%
iVest Investments, LLC, a
Colorado limited liability
company (3) 1,000,000 2.7% 1,000,000 3.4% 0 0%
David Scott (4) 2,000,000 5.4% 700,000 2.4% 1,300,000 2.7%
David Dreslin (5) 200,000 * 200,000 0.7% 0 0%
TOTAL 7,300,000 24.9% 6,000,000 20.4% 1,300,000 2.7%
*Represents less than 1%.
(1) Double Diamond Investments, Inc. was issued 2,200,000 shares valued at
$.01/share for services performed pursuant to an agreement with a related
entity, Big Apple Consulting, U.S.A., Inc., which include twelve months
investor relations services to the company valued at $22,000. Mark Kaley has
ultimate voting and dispositive control of these shares.
(2) The Scott Law Firm, P.A., former counsel to the Company, was issued
1,900,000 shares valued at $19,000 at $0.01/share in consideration for
services rendered William S. Scott has ultimate voting and dispositive control
of these shares subject to certain liabilities of the Firm.
(3) The Company had engaged iVest Investments, LLC as counsel to the Company
to prepare the registration statement of which this prospectus is a part, and
to provide 12 months of legal services after the registration statement was
declared effective by the SEC. In consideration for such services, we had
issued an aggregate of 2,900,000 shares of common stock of the Company to
iVest Investments, LLC. In May 2007, we dismissed iVest Investments LLC; and
we and iVest verbally agreed to cancel 1,900,000 shares of the 2,900,000
shares we had originally issued them and for them to retain the remaining
1,000,000 shares. We also agreed to register the remaining 1,000,000 shares
in this registration statement. J. Bennett Grocock has ultimate voting and
dispositive control of the shares held by iVest Investments, LLC.
(4) David Scott was issued 2,000,000 shares for the development of a new
website (completed December 30, 2006) and 2 years service of website Search
Optimization, starting from completion of the new website. The consideration
of services was $20,000 at $0.01 per share, of which 1,300,000 shares are
restricted and 700,000 will be free trading.
23
(5) David Dreslin was issued shares for accounting services prepared for the
Company valued at $2,000 payable in 200,000 shares at $0.01/share.
(6) Based on 29,350,000 shares of issued and outstanding as of the date of
this prospectus.
(7) Based on 41,350,000 shares of common stock upon the completion of this
offering.
PLAN OF DISTRIBUTION
Shares Offered by the Company
This is a self-underwritten offering. This prospectus is part of a prospectus
that permits our officers and directors to sell the shares directly to the
public, with no commission or other remuneration payable to them for any
shares they sell. Our officers and directors will sell the shares and intend
to offer them to friends, family members and business acquaintances.
In offering the securities on our behalf, our officers and directors will
rely on the safe harbor from broker dealer registration set out in Rule 3a4-1
under the Securities Exchange Act of 1934, which sets forth those conditions
under which a person associated with an Issuer may participate in the offering
of the Issuer's securities and not be deemed to be a broker-dealer.
a. Our officers and directors are not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the Act, at
the time of their participation; and,
b. Our officers and directors will not be compensated in connection with
their participation by the payment of commissions or other remuneration based
either directly or indirectly on transactions in securities;
c. Our officers and directors are not, nor will be at the time of their
participation in the offering, an associated person of a broker-dealer; and
d. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are
intended primarily to perform at the end of the offering, substantial duties
for or on behalf of our company, other than in connection with transactions in
securities; and (B) is not a broker or dealer, or been associated person of a
broker or dealer, within the preceding twelve months; and (C) have not
participated in selling and offering securities for any Issuer more than once
every twelve months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
Our officers, directors, control persons and affiliates of same do not
intend to purchase any shares in this offering.
Terms of the Offering
There is no market for our common stock. The Shares will be sold at the fixed
price of $0.25 per Share until the completion of this Offering. There is no
minimum amount of subscription required per investor. We have arbitrarily
determined the $0.25 purchase price of our common stock registered on a
registration statement of which this prospectus is a part. Upon the
effectiveness of the registration statement, we intend to solicit a registered
broker/deal to submit an application with FINRA to be a market maker of our
common stock and to have our common stock quoted on the OTC Bulletin Board.
The Selling Stockholders will sell their shares at privately negotiated
prices, and/or prevailing market prices if our common stock is quoted on the
OTCBB.
24
Procedures for Subscribing
If you decide to subscribe for any shares in this Offering, you are required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. All checks for subscriptions should be made payable to
Casino Players, Inc.
Shares Offered by the Selling Stockholders
The Selling Stockholders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock or
interests in shares of common stock received after the date of this prospectus
from a Selling Stockholder as a gift, pledge, partnership distribution or
other transfer, may, from time to time, sell, transfer or otherwise dispose of
any or all of their shares of common stock or interests in shares of common
stock on any stock exchange, market or trading facility on which the shares
are traded or in private transactions. These dispositions may be at fixed
prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the time of sale,
or at negotiated prices.
The Selling Stockholders may use any one or more of the following methods when
disposing of shares or interests therein:
* ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
* block trades in which the broker-dealer will attempt to sell the
shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
* an exchange distribution in accordance with the rules of the
applicable exchange;
* privately negotiated transactions;
* short sales effected after the date the registration statement of
which this prospectus is a part is declared effective by the SEC;
* through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
* broker-dealers may agree with the Selling Stockholders to sell a
specified number of such shares at a stipulated price per share;
* a combination of any such methods of sale; and
* any other method permitted pursuant to applicable law.
The Selling Stockholders may, from time to time, pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell the shares of common stock, from time to
time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending
the list of Selling Stockholders to include the pledgee, transferee or other
successors in interest as Selling Stockholders under this prospectus.
The Selling Stockholders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledgees or other successors in
interest will be the selling beneficial owners for purposes of this
prospectus.
25
In connection with the sale of our common stock or interests therein, the
Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of
the common stock in the course of hedging the positions they assume.
The Selling Stockholders may also sell shares of our common stock short and
deliver these securities to close out their short positions, or loan or pledge
the common stock to broker-dealers that in turn may sell these securities. The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or
other financial institution of shares offered by this prospectus, which shares
such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the Selling Stockholders from the sale of the common
stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any.
Each of the Selling Stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any
proposed purchase of common stock to be made directly or through agents. We
will not receive any of the proceeds from this offering.
The Selling Stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided that they meet the criteria and conform to the requirements of that
rule.
The Selling Stockholders and any underwriters, broker-dealers or agents that
participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling stockholders who are "underwriters" within the meaning of Section
2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the names
of the Selling Stockholders, the respective purchase prices and public
offering prices, the names of any agents, dealer or underwriter, any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a post-
effective amendment to the registration statement that includes this
prospectus.
In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.
We have advised the Selling Stockholders that the anti-
manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the Selling Stockholders and
their affiliates.
In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the Selling Stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities
Act.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Stockholders against
liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this
prospectus.
26
We have agreed with the Selling Stockholders to keep the
registration statement of which this prospectus constitutes a part effective
until the earlier of (1) such time as all of the shares covered by this
prospectus have been disposed of pursuant to and in accordance with the
registration statement or (2) the date on which the shares may be sold
pursuant to Rule 144(k) of the Securities Act.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names, ages and titles of our executive
officers and members of our board of directors as of the date of this
prospectus.
Name: Age: Position Held and Director Since:
William G. Forhan 64 Chief Executive Officer, Chief Financial Officer and
Chairman since Inception (July 19, 2005)
(Principal Executive Officer and Principal Financial/Accounting Officer)
Joseph Fahoome 57 President and Director since Inception (July 19, 2005)
Robert Kuechenberg 60 Director since October 2007
Set forth below is certain information relating to the Company's directors and
executive officers.
All directors of the company serve one year terms and hold office until the
next annual meeting of stockholders and until their respective successors are
duly elected and qualified.
Members of the Board of Directors are elected for one year terms and until
their successors are duly elected and qualified. Executive officers are
appointed by the Board of Directors annually to serve for one year terms and
until their successors are duly elected and qualified.
Management's and Directors' Biographies
William G. Forhan has been serving as the Company's President since its
inception on July 19, 2005. Since July 1, 2008, Mr. Forhan has been
consulting services to Next Interactive, Inc., an OTCBB company (OTCBB: NXOI)
specializing in travel services. His job was to help the company complete a
reverse merger with an OTCBB company and complete two acquisitions. The
company was successful in completing the reverse merger and both acquisitions
in October 2008. Mr. Forhan currently provides investor relations and SEC
compliance services to Next 1 Interactive, Inc.
Bill Forhan has also been working with auditors and attorneys regarding audits
and preparation of SEC documents. Upon the effectiveness of the registration
statement Form S-1 of which this prospectus is a part, the Company will be
required to file SEC annual and quarterly reports.
From July 2002 until June 28, 2008, Mr. Forhan served as the Chief
Executive Officer and Co-Chairman of Invicta Group, Inc. (OTCBB: IVIT).
Invicta Group, Inc. is an Internet Media company that sells advertising online
to travel suppliers (hotels, tourist boards, tour operators and Cruise Lines)
that offer discounts to Invicta's travel enthusiast's email database of
20,000,000. The company's 2007 net revenues were $75,000 and it had 5 full
time employees; the revenues for 2008 exceeded $300,000. Mr. Forhan's
responsibility was to oversee financials, preparation of 10-Q and 10-K and
other legal documents. Forhan is no longer involved in Invicta's business.
He resigned on June 28, 2008.
Mr. Forhan acquired two travel agencies in February 2000, one specialized in
leisure travel (cruises, airline tickets, tours) and the second sent groups of
25- 100 passengers to Las Vegas and Biloxi Mississippi. Mr. Forhan closed both
companies in May 2002, due to the airlines canceling their commissions to
travel agents, and the group business was not profitable.
From June 1999 until January 2000, Mr. Forhan served as President of
ByeByeNow.com, Inc., a South Florida-based Internet travel company.
ByeByeNow.com failed 12 months after Mr. Forhan left the company over a
dispute with the board of directors over whether to take this company public.
Byebyenow filed Chapter 7 Bankruptcy protection.
27
From June 1998 through January 2000, Mr. Forhan served as President of
Aviation Industries Corp. (OTCBB: AVIA), a publicly traded holding company
specializing in the travel industry.
From January 1994 to January 2000, he served as President and Chief Executive
Officer of Casino Airlink Inc, a tour operator operating one Boeing 727 jet
aircraft with junkets for clients (mostly retirees from Ft. Lauderdale,
Orlando and St. Petersburg, Florida) to Biloxi, Mississippi. The travel
package included two and three night tour packages: non-stop flight to Biloxi,
Mississippi, breakfast buffet daily, accommodations at four or five star
casino Resort, and one buffet lunch for an average price of $225 per person.
Casino Airlink was closed for 5 days after the 9/11/2001 terrorist attacks
(the airport was not accepting flights due to 911 uncertainty) and lost nearly
all future deposits for the next 45 days when customers cancelled reservations
and their payments were returned 100%. The company was forced to file Chapter
7 protection in January 2002 due to customers' fear of flying/terrorism and
ongoing expenses for aircraft, rooms and expenses. Mr. Forhan was not involved
with casino Airlink after his departure in January 2000.
Joseph Fahoome has been serving as the President of Casino Players, Inc. since
October 2005 and as the President and Director of Casino Rated Players since
August 2004. Since August 1, 2004, Mr. Fahoome served has been serving as the
President of Casino Related Players, Inc., a wholly owned subsidiary of the
Casino Players, Inc.
From January 1980 to July 2004, he owned VIP Junkets in Detroit, which offered
qualified Players free rooms in Las Vegas, Atlantic City and the Bahamas, and
tour and travel packages to over 15,000 individuals to gaming destinations.
VIP Junkets no longer exists and does not compete with Casino Players, Inc.
Mr. Fahoome brings his contacts from the Gaming Industry (Presidents, VP
Casino Marketing, and Director Player Development) to us, along with
relationships with customers and suppliers (Casinos).
Robert Kuechenberg has been serving as a Director of Casino Players,
Inc. since September 2007. Bob is best known as a celebrity football Player
in Miami, FL. He played for the Miami Dolphins for 16 years as offensive guard
and was an All Pro 7 times and played college football and graduated from
Notre Dame. Mr. Kuechenberg has been involved in several entrepreneur ventures
in a variety of businesses since retiring from professional football. Since
2002, he has been the owner of a Construction Consulting Company located in
Ft. Lauderdale, Florida. Bob has been a motivational speaker and radio talk
show host and guest.
Family Relationships amongst Directors and Officers:
There are no family relationships between the named officers and directors or
any Selling Stockholder.
Involvement in Certain Legal Proceedings
None of the executive officers or directors of the Company (i) has been
involved as a general partner or executive officer of any business which has
filed a bankruptcy petition; (ii) has been convicted in any criminal
proceeding nor is subject to any pending criminal proceeding; (iii) has been
subject to any order, judgment or decree of any court permanently or
temporarily enjoying, barring, suspending or otherwise limiting his
involvement in any type of transaction in any type of business, securities or
banking activities; and (iv) has been found by a court, the Commission or the
Commodities Futures Trading Commission to have violated a federal or state or
commodities law.
Information Concerning Director Non- Executive Officer
The Company has one Director that is not an Officer of the Company, Robert
Kuechenberg. Mr. Kuechenberg serves as an independent Director.
Board of Directors and Committees
Currently, our Board of Directors consists of William G. Forhan, Robert
Kuechenberg and Fahoome. We are actively seeking additional board members.
The Board has not set up any committees to date.
28
Code of Ethics
Due to our size and limited operations, we have not adopted a Code of Ethics.
If and when our Company grows and our Board of Directors and management team
increase, we intend to adopt a Code of Ethics.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term
compensation of our executive officers for 2007 and 2008. The listed
individuals shall be hereinafter referred to as the "Named Executive
Officers."
SUMMARY COMPENSATION TABLE
Name and Fiscal Year Salary ($) Bonus Stock Option Non-Equity Nonqualified All Other Total ($)
principal Ended Dec. 31, Awards ($) Awards ($) Awards($) Incentive Plan Deferred Comp.($)
position Comp. ($) Comp. ($)
William Forhan, 2008 $0(1) $0 $0 $0 $0 $0 $0 $0
CEO, CFO and Chairman 2007 $42,000(2) $0 $0 $0 $0 $0 $0 $42,000
(Principal Executive and
Financial and Accounting
Officer)
Joseph Fahoome, 2008 $0(1) $0 $0 $0 $0 $0 $0 $0
President and Director 2007 $42,000(2) $0 $0 $0 $0 $0 $0 $42,000
(1) $399,900 was accrued and unpaid at December 31, 2008.
(2) The accrued compensation started in October 2005 for Joseph Fahoome and
he is currently owed $221,000 and William Forhan is owed $178,000. Mr. Forhan
agreed to stop wages for a period of 6 months in 2005 in an effort to minimize
overhead. Management stopped accruing wages on June 30, 2007 due to lack of
working capital and reduced revenues. The Company anticipates paying such owed
amounts if and when the Company becomes profitable. Messrs. Forhan and Fahoome
employment contracts are both the same and both are based on $7,000 a month
totaling $84,000 a year for each employee.
Employment Agreements
William Forhan
Casino Players, Inc. has assumed the employment agreement, dated July 23,
2002, between Mr. Forhan and Casino Rated Players, Inc. The term of the
employment agreement was to expire on August 1, 2004 with automatic annual
renewals unless either Casino Rated Players, Inc. or the employee elects to
terminate the agreement at the end of the initial or any renewal term. The
Company has agreed to pay Mr. Forhan an annual base salary of $84,000 during
the term of his employment, payable semi-monthly. Mr. Forhan's base
compensation shall be reviewed each year during the term of his employment,
provided that the Company's performance criteria are achieved as set forth by
the Company each year.
29
The employment agreement provides for the following non-cash items: health
insurance, four weeks paid vacation, and six days paid personal time off and
six days paid sick time off per year. The employment agreement shall
automatically be terminated upon the disability or death of Mr. Forhan and for
cause, as defined in the employment agreement. Claims under the agreement are
to be resolved by arbitration before the American Arbitration Association.
Mr. Forhan has not received any salary payments. The Company has been
recording his salary as deferred compensation through December 31, 2008.
$399,900 was accrued and unpaid at December 31, 2008.
Management stopped accruing wages on June 30, 2007, and Mr. Forhan will not
receive wages until the Company generates revenues to pay such wages. Forhan
has accrued wages of $178,000.
Joseph Fahoome
Casino Players, Inc. has assumed the employment agreement, dated August 1,
2004, between Mr. Fahoome and Casino Rated Players, Inc. The initial term of
the employment agreement was to terminate on June 1, 2005, with automatic
annual renewals, unless either the Company or the employee elects to terminate
the agreement at the end of the initial or any renewal term. The Company has
agreed to pay Mr. Fahoome an annual base salary of $84,000 during the term of
his employment, payable semi-monthly. Mr. Fahoome's base compensation shall be
reviewed each year during the term of his employment, provided that the
Company's performance criteria are achieved as set forth by the Company each
year.
The employment agreement provides for the following non-cash items: health
insurance, four weeks paid vacation, and six days paid personal time off and
six days paid sick time off per year. The employment agreement shall
automatically be terminated upon the disability or death of Mr. Fahoome and
for cause, as defined in the employment agreement. Claims under the agreement
are to be resolved by arbitration before the American Arbitration Association.
Mr. Fahoome has not received any salary payments. The Company has been
recording his salary as deferred compensation through December 31, 2008.
$399,900 was accrued and unpaid at December 31, 2008. The accrued compensation
started in October 2005 for Joseph Fahoome and he is currently owed $221,000.
Management stopped accruing wages on June 30, 2007, and Mr. Fahoome will not
receive wages until the Company generates revenues to pay such wages.
Significant Employees
We have no significant employees other then executive officers named in this
prospectus.
Committees of the Board of Directors
Our audit and compensation committee presently consists of our directors. Our
board does not have governance, nominating, or executive committees or any
other committees.
Code of Ethics
We have not adopted a Code of Business Ethics that applies to our principal
officer, principal financial officer, or persons performing similar functions
in that our officers and directors serve in all the above capacities. As our
business and management team grows, we will adopt a Code of Ethics.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of shares of our common stock with respect to stockholders who were known by
us to be beneficial owners of more than 5% of our common stock as of
30
the date of this prospectus, and our officers and directors, individually and
as a group. Unless otherwise indicated, the beneficial owner has sole voting
and investment power with respect to such shares of common stock.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the SEC rules, shares of
our common stock which may be acquired upon exercise of stock options or
warrants which are currently exercisable or which become exercisable within 60
days of the date of the table are deemed beneficially owned by the optioned,
if applicable.
Percentage of Ownership
Name of Beneficial Owner Address No. of Shares of Before After
Common Stock Owned Offering (1) Offering (2)
William G. Forhan, 1501 S. Ocean Blvd # 326
CEO, CFO and Chairman Pompano Beach, Florida 33062 12,000,000 (3) 40.9% 29.0%
Joseph Fahoome, President 1010 S. Ocean Blvd
and Director Pompano Beach, Florida 33062 8,000,000 (4) 27.5% 19.3%
Robert Kuechenberg c/o Casino Players, Inc.
Director 2400 North Commerce Parkway,
Suite 205
Weston, Florida 33326 50,000 0.17%% 0.1%
David Scott 6500 Collins Ave
Miami Beach, Florida 2,000,000 6.8% 2.4%
Double Diamond Investments,
Inc. (5) 280 Wekiva Springs Rd. Suite 201
Longwood, Florida 32779 2,200,000 7.5% 0%
The Scott Law Firm, P.A. (6) 915 NW 1st Ave. Suite H907
Miami, Florida 33136 1,900,000 6.5% 0%
All Officers and Directors as
a Group (3 persons) -- 20,050,000 68.3% 48.4%
(1) Based on 29,350,000 shares of common stock issued and outstanding as of
the date of this prospectus.
(2) Based on 41,350,000 shares of common stock issued and outstanding
assuming the sale by the Company of 12,000,000 shares in this offering.
(3) Mr. Forhan received 8,000,000 Founders Shares when the Company was
organized. Mr. Forhan received an additional 4,000,000 shares June 28, 2008
from Invicta Group Inc. in exchange of $445,000 liability to Mr. Forhan: a
$245,000 loan and $200,000 in accrued wages.
(4) Mr. Fahoome received 8,000,000 Founders Shares when the Company was
organized.
(5) Mark Kaley has ultimate power to vote and dispose of the shares of
Company stock held by Double Diamond Investments, Inc.
31
(6) William S. Scott has ultimate power to vote and dispose of the shares
held by The Scott Law Firm, P.A., subject to certain liabilities of the Firm.
DESCRIPTION OF SECURITIES
General
The following description of the rights and preferences of the Company's
capital stock is merely a summary. Each prospective investor should refer to
the Company's Articles of Incorporation for a complete description of the
Company's capital stock as well as to the applicable statutes of the State of
Nevada for a more complete description concerning the rights and liabilities
of stockholders.
The authorized capital stock of the Company consists of 200 million
shares of Common Stock, with a par value of $.0001 per share, of which
approximately 29,350,000 shares are issued and outstanding, and 20,000,000
shares of Preferred Stock, with a par value of $.0001 per share, none of which
has been issued or is outstanding.
Common Stock
Holders of the Common Stock do not have preemptive rights to purchase
additional shares of Common Stock or other subscription rights. The Common
Stock carries no conversion rights and is not subject to redemption or to any
sinking fund provisions. Upon liquidation or dissolution of the Company,
whether voluntary or involuntary, holders of shares of Common Stock are to
share equally in the assets of the Company available for distribution to
stockholders. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's Articles
of Incorporation, on such terms and conditions and for such consideration as
the Board may deem appropriate without further stockholder action.
Each holder of Common Stock is entitled to one vote per share on all
matters on which such stockholders are entitled to vote. Since the shares of
Common Stock do not have cumulative voting rights, the holders of more than
50% of the shares voting for the election of directors can elect all the
directors if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of
Directors.
Holders of the Company's Common Stock are entitled to dividends when,
as, and if declared by the Board of Directors out of funds legally available
therefore. The Company does not anticipate the declaration or payment of any
dividends in the foreseeable future.
The Company intends to retain earnings, if any, to finance the
development and expansion of its business. Future dividend policy will be
subject to the discretion of the Board of Directors and will be contingent
upon future earnings, if any, the Company's financial condition, capital
requirements, general business conditions, and other factors. Therefore, there
can be no assurance that any dividends of any kind will ever be paid.
Preferred Stock
The Preferred Stock has been authorized as "blank check" preferred stock
with such designations, rights, and preferences as may be determined from time
to time by the Board of Directors. Accordingly, the Board of Directors is
empowered, without stockholder approval (but subject to applicable government
regulatory restrictions), to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of the Company's Common Stock.
The terms, preferences, limitations and relative rights of the Preferred Stock
are as follows:
(a) The Board of Directors is expressly authorized at any time and
from time to time to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers, full or limited, but not to
exceed one vote per share, or without voting powers, and with such
32
designations, preferences and relative participating, optional or other
special rights, qualifications, limitations or restrictions, as shall be fixed
and determined in the resolution or resolutions providing for the issuance
thereof adopted by the Board of Directors, and as are not stated and expressed
in these Articles of Incorporation or any amendment hereto, including (but
without limiting the generality of the foregoing) the following:
(i) the distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by resolution by the Board of Directors;
(ii) the rate of dividends payable on shares of such series, the times
of payment, whether dividends shall be cumulative, the conditions upon which
and the date from which such dividends shall be cumulative;
(iii) whether shares of such series can be redeemed, the time or times when,
and the price or prices at which shares of such series shall be redeemable,
the redemption price, terms and conditions of redemption, and the sinking fund
provisions, if any, for the purchase or redemption of such shares;
(iv) the amount payable on shares of such series and the rights of
holders of such shares in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation;
(v) the rights, if any, of the holders of shares of such series to
convert such shares into, or exchange such shares for, shares of Common Stock
or shares of any other class or series of Preferred Stock and the terms and
conditions of such conversion or exchange; and
(vi) the rights, if any, of the holders of shares of such series to
vote.
(b) Except in respect of the relative rights and preferences that may
be provided by the Board of Directors as hereinbefore provided, all shares of
Preferred Stock shall be of equal rank and shall be identical, and each share
of a series shall be identical in all respects with the other shares of the
same series.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
Options
We do not have a stock option plan in place nor are there any outstanding
exercisable for shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into
shares of our common stock.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of
the securities being registered or upon other legal matters in connection with
the registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a
substantial interest, direct or indirect, in our company or any of its parents
or subsidiaries. Nor was any such person connected with our company or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
33
EXPERTS
The Sourlis Law Firm has assisted us in the preparation of this prospectus and
registration statement and will provide counsel with respect to other legal
matters concerning the registration and offering of the common stock. The
Sourlis Law Firm has consented to being named as an expert in our registration
statement. Their consent to being named as Experts is filed as Exhibit 5.1 to
the Registration Statement of which this Prospectus is a part.
Larry O'Donnell, CPA, P.C. our certified public accountants, have audited our
financial statements included in this prospectus and registration statement
to the extent and for the periods set forth in their audit reports. Larry
O'Donnell, CPA, P.C. has presented its report with respect to our audited 2007
and 2008 financial statements. The report of Larry O'Donnell, CPA, P.C. is
included in reliance upon their authority as experts in accounting and
auditing. Their consent to being named as Experts is filed as Exhibit 23.1
to the Registration Statement of which this Prospectus is a part.
DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide for indemnification to the full extent
permitted by the laws of the State of Nevada for each person who becomes a
party to any civil or criminal action or proceeding by reason of the fact that
he, or his testator, or interstate, is or was a director or officer of the
corporation or served any other corporation of any type or kind, domestic or
foreign in any capacity at the request of the corporation.
We have been advised that, in the opinion of the SEC, indemnification
for liabilities arising under the Securities Act is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities is asserted by
one of our directors, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal
counsel, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction.
ORGANIZATION WITHIN LAST FIVE YEARS
Casino Players, Inc. was incorporated in July 19, 2005 in the state of Nevada.
We are a casino representative company ("Casino Rep Company") that conducts
business under the trade name and service mark, "Casino Rated Players."
The first acquisition was the assets of Casino Rated Players, Inc. (CRP), a
former Casino Rep Company. We acquired licenses with 25 casinos in North
America on September 30, 2005.
We developed a new web site www.CasinoRatedPlayers.com for consumers to visit
and contact us for reservation. We have not had the funds to promote the
website and have not received any business from the Site. The contents of our
website are not incorporated by reference herein.
The Company's revenue for 2007 revenue were $81,431, and for 2008 revenues
were $4,200; losses for the respective periods were $(193,074) in 2007 and
2008 losses were $(34,849); losses from inception total $(806,910) as of June
30, 2009. The Company has been under capitalized and has not had the working
capital to market the business.
34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION & PLAN OF OPERATIONS
Forward Looking Statements
You should read the following discussion together with "Selected Historical
Financial Data" and our consolidated financial statements and the related
notes included elsewhere in this prospectus. Some of the information in this
section contains forward-looking statements that involve substantial risks and
uncertainties. You can identify these statements by forward-looking words such
as "may," "will," "expect," "anticipate," "believe," "estimate" and
"continue," or similar words. You should read statements that contain these
words carefully because they:
* discuss our future expectations;
* contain projections of our future results of operations or of our
financial condition; and
* state other "forward-looking" information.
We believe it is important to communicate our expectations. However, there may
be events in the future that we are not able to accurately predict or over
which we have no control. Our actual results and the timing of certain events
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under
"Risk Factors," "Business" and elsewhere in this prospectus. See "Risk
Factors."
Unless stated otherwise, the words "we," "us," "our," "the Company," or
"Casino Players, Inc." in this section collectively refer to Casino Players,
Inc. and Casino Rated Players, Inc.
Going Concern
At June 30, 2009, we had $950 in cash on hand and a stockholders' deficit of
$461,362. In their 2008 audit report, our auditors have expressed their doubt
as to our ability to continue as a going concern. At December 31, 2008, the
Company had $262 cash and cash equivalents on hand and a net loss of $34,849.
The June 30, 2009 financials totaled $806,910 operating losses since
inception. We will depend on generating sufficient proceeds from this offering
to fund our operations. The 12,000,000 shares offered by the Company in his
offering is a self-underwritten, best efforts basis, there is no minimum share
purchase requirement and there is no guarantee as to the amount of proceeds
that will result from this offering, if any. The going concern opinion of
the auditors might negatively impact our ability to raise capital to fund our
operations or pursue our business strategy and our investors' ability to sell
their shares of the Company's common stock. If we do not raise sufficient
amount of funds from this offering and/or subsequent private and public
offerings, we might have to cease operations.
Industry Trends
Our performance depends on the impact of economic conditions on levels of
consumer spending. Recently, the gaming industry has experienced decreasing
revenues and several casinos have filed for bankruptcy protection under
Chapter 11 of the bankruptcy laws. As a result of the credit market crisis,
coupled with declining consumer and business confidence, recession worries,
and other challenges currently affecting the global economy, consumers are
continuing to curb discretionary spending, which is having an effect on our
business.
Certain of our Casino Rep competitors are much larger and well established and
have significant financing in place for growth. There are over 800 similar
Casino Reps in the marketplace. They may have lower overhead cost structures
and may, therefore, be able to provide their products at lower prices than we
can. We have elected to focus our marketing efforts on a niche of smaller-
stakes players (and their families) that do not have the financial clout to
request free or heavily discounted rooms at many casino destinations.
Therefore, we can give no assurance that we will ever be able to secure long-
term and profitable customer accounts.
35
Casinos are our strongest competition and spend millions of dollars to
advertise their loyalty programs to past casino players. In addition, they
send direct mailing invitations to our past guests and offer them free rooms
and amenities, which exceed our services. Casinos also have hosts on site to
take care of players and have the ability to offer more complimentary services
then we can offer, which sways the player to go directly to the casino host
for their next trip, versus using us. We expect casinos to increase their
marketing efforts due to the worldwide decrease of gaming revenues due to the
recession.
Plan of Operation
Casino Players, Inc. plan of operations for Casino Rated Players is targeted
to casino low rollers that are seeking free casino hotel rooms and poker
players that want the excitement of a Caribbean cruise and play in poker mini-
tournaments.
The Company's Plan of Operations is described in the Use of Proceeds included
in this Registration Statement.
Working Capital Needed for 1 Year
Casino Players, Inc. expects the net proceeds from the sale of fifty percent
(50%) of the Shares registered for sale by the Company will sustain its
operations for a period of twelve months. Revenues generated during this
period could extend the period over which Casino Players, Inc. can use the net
proceeds.
To date, the Company has not had advertising funds to market its services. We
started tour and travel packages to Las Vegas and Caribbean cruises that have
generated sales of $36,138 in the fourth quarter 2006 and $81,431 for the year
of 2007. The Company has not spent any advertising dollars in 2008 and earned
$4,200 in 2008. We anticipate revenues increasing after marketing dollars are
available to promote the Company's services
Evolving Industry Standards; Rapid Technological Changes
The Company's success in its business will depend in part upon its continued
ability to enhance its existing products and services, to introduce new
products and services quickly and cost effectively to meet evolving customer
needs, to achieve market acceptance for new product and service offerings and
to respond to emerging industry standards and other technological changes.
There can be no assurance that the Company will be able to respond effectively
to technological changes or new industry standards. Moreover, there can be no
assurance that competitors of the Company will not develop competitive
products, or that any such competitive products will not have an adverse
effect upon the Company's operating results.
Moreover, management intends to continue to implement "best practices" and
other established process improvements in its operations going forward. There
can be no assurance that the Company will be successful in refining, enhancing
and developing its operating strategies and systems going forward, that the
costs associated with refining, enhancing and developing such strategies and
systems will not increase significantly in future periods or that the
Company's existing software and technology will not become obsolete as a
result of ongoing technological developments in the marketplace.
Sufficiency of Cash Flows
Because current cash balances and projected cash generation from operations
are not sufficient to meet the Company's cash needs for working capital and
capital expenditures, management intends to seek additional equity or obtain
additional credit facilities. The sale of additional equity could result in
additional dilution to the Company's shareholders. A portion of the Company's
cash may be used to acquire or invest in complementary businesses or products
or to obtain the right to use complementary technologies. From time to time,
in the ordinary course of business, the Company evaluates potential
acquisitions of such businesses, products or technologies.
Critical Accounting Policies
36
Our discussion and analysis of financial condition and results
of operations are based upon the financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses and disclosures on the date of
the financial statements.
On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition.
We use authoritative pronouncements, historical experience and
other assumptions as the basis for making judgments. Actual results could
differ from those estimates. Critical accounting policies identified are as
follows:
Revenue Recognition
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services
have been rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collect ability is reasonably assured.
The Company uses these guidelines to recognize revenues from our customers:
Cruise lines and casinos. We record revenue after a player departs a casino or
Cruise line if we have confirmation of commission amount due. Sometimes,
however, it can take up to a week to receive confirmation that a player has
qualified for the Company to receive a commission. We record as accounts
receivable and accrue revenue. The revenue is received in 30 -45 days after
the player departs, and the receivable is adjusted based on the actual check
is received.
Results of Operations
Fiscal Year Ended December 31, 2008 to Fiscal Year Ended December 31, 2007
Assets
At December 31, 2008, we had total assets of $6,907 compared to $12,649 at
December 31, 2007. Total assets at December 31, 2008 consisted of $263 in
cash on hand and $6,644 in property and equipment (net of $4,000 in
depreciation). Total assets at December 31, 2007 consisted of $138 in cash on
hand, $8,144 in property and equipment (net of $2,500 in depreciation), and a
security deposit for our offices of $4,367
Liabilities
Our total liabilities were $454,802 at December 31, 2008 compared to $428,196
at December 31, 2007. The increase from 2007 to 2008 was primarily due to
$15,000 loans from shareholder and professional fees of $9,450 accrued.
Total Stockholders' Deficit
Our stockholders' deficit was $447,896 at December 31, 2008 compared to
$415,547 at December 31, 2007. The increase from 2007 to 2008 was due to
operating losses of $34,849 in 2008.
Revenues
Revenues for the year ending December 31, 2007 were generated from cruise and
gaming commissions: $81,431 compared to revenues of $4,200 for the year ended
December 31, 2008. To date, the Company does not have sufficient funds to
advertise. In April 2007, we had had approximately 60 passengers who signed up
with the Company to "Play to Qualify" on a cruise. None of the players
qualified. However, we earned approximately $7,200 in cabin commissions.
37
We did not have a 2008 Cruise due to economic problems in Detroit and we have
not nor are we planning on having and in 2009.
Detroit gaming opportunity for the Company decreased further in 2008 as the
auto industry started laying off employees and those working were concerned
they might lose their jobs, deciding not to spend money on Cruises or trips to
Las Vegas. Those that still had the desire to gamble could go to three new
casinos in Detroit thereby decreasing the Company's opportunity to earn
revenues.
Cost of Sales
Cost of Sales for the fiscal year ended December 31, 2008 was $0, compared to
$65,271 for the fiscal year ended December 31, 2007. There were no costs of
sales in 2008 because we only earned commissions from casino Resorts. There
are no costs of sales in connection with sending gamblers to casino resorts.
In April 2007, we had approximately 60 passengers who signed up with the
Company to "Play to Qualify" on a cruise. None of them qualified; however, we
earned approximately $7,200 in cabin commissions. We expended $65,271 in
connection with the cruise.
Expenses
The total G&A expenses for the 2008 year were $39,049 versus $209,204 in 2007.
The major components of expenses are general and administrative expenses for
2008. They were $23,000 for rent; $4,200 for telephones charges and $9,450
for professional fees. The 2007 expenses were office rent of $28,000; $7,400
in telephone charges, management wages of $96,000. (6 months), web development
$3,700, professional fees $15,500, travel and entertainment $3,600 and bad
debt $4,100; and $50,000 forgiveness of debt.
Net Losses
Net losses from operations for the year ended December 31, 2008 were
$(34,849); loss per share: $(0.001) compared to a net loss of $(193,074) and
loss per share of $(0.01) for the year ended December 31, 2007.The reduction
in losses in 2008 are due primarily to rent reduction and no salaries paid in
the year. The Company has a history of losses: 2007 losses were $ (193,074)
and losses 2006 were $(309,385); and total losses from inception are
$(793,443). The trend is to continue losing money until funds for advertising
and marketing are available.
Six Months Ended June 30, 2009 Compared to Six Months Ended June 30,
2008
Assets
At June 30, 2009, we had total assets of $6,844 compared to $6,907 at
December 31, 2008. Total assets at June 30, 2009 consisted of $950 in
cash on hand and $5,894 in property and equipment (net of $4,375 in
depreciation). At December 31, 2008, we had total assets of $6,907.
Total assets consisted of $263 in cash on hand and $6,644 in property and
equipment.
Liabilities
Our total current liabilities were $468,206 at June 30,2009 compared to
$454,802 at December 31, 2008. Total current liabilities consist of Accounts
Payable and Accrued Expenses, Loan from Shareholders, and Accrued
Compensation. Accounts Payable and Accrued Expenses were $44,585 at June 30,
2009 at June 30, 2009 compared to $31,681 at December 31, 2008 and primarily
consisted of professional fees. Loans from Shareholders were $23,721 at June
30, 2009 compared to $23,221 at December 31, 2008. Accrued compensation was
$399,900 at June 30, 2009 and December 31, 2008 and consisted of wages that
were not paid to management over the past 3 years.
Total Stockholders' Deficit
Our stockholders' deficit was $461,362 June 30, 2009 compared to $447,896
at December 31, 2008. This increase was due to losses of $13,466 for the
six months ended June 30, 2009.
38
Revenues
Revenues for the six months ended June 30, 2009 decreased to $3,956 from
$4,200 for the six months ended June 30, 2008. The decrease was due to
less gamblers playing at casino Resorts. To date, the Company does not
have sufficient funds to advertise.
Detroit gaming opportunity for the Company has decreased as the auto
industry started laying off employees and those working were concerned
they might lose their jobs, deciding not to spend money on Cruises or
trips to Las Vegas. Those that still had the desire to gamble could go to
three new casinos in Detroit thereby decreasing the Company's opportunity
to earn revenues.
Cost of Sales
Cost of Sales for the six months ended June 30, 2009 and 2008 was each $0.
There are no costs of sales in connection with sending gamblers to casino
Resorts.
Expenses
Operating expenses decreased to $13,384 for the six months ended June 30,
2009 from $30,545 for the six months ended June 30, 2008. We did not
pay any rent in the past six months.
The major components of expenses are general and administrative expenses
(G&A) for the six months ended June 30, 2009 consisted of professional fees.
Net Losses
Net losses from operations for the six months ended June 30, 2009 were
$(13,466) compared to $(26,345) for the six months ended June 30, 2009. The
decreased losses for 2009 was due to the elimination of six office months'
rent for the quarter ended June 30, 2009.
Liquidity and Capital Resources
At June 30 2009, we had $950 in cash on hand, liabilities totaling $468,206
and a stockholders' deficit of $461,362. In their 2008 audit report, our
auditors have expressed their doubt as to our ability to continue as a going
concern. To date, the Company has financed its operations from private sales
of its common stock and from loans totaling $23,721 from the Company's
officers and directors as of June 30, 2009. These loans are not pursuant to
any written agreement. The Company has agreed to repay such loans upon the
receipt of sufficient capital.
We do not have enough capital to fund our operations for the next 12 months.
We will depend on generating sufficient proceeds from this offering to fund
our operations. We will also need to raise additional capital by the issuance
of securities and from loans. In the event the company is not successful in
selling any shares in this offering, the company's chief executive officer has
agreed to continue to fund the company's operations until any such funding can
be raised.
The 12,000,000 shares offered by the Company in his offering is a self-
underwritten, best efforts basis, there is no minimum share purchase
requirement and there is no guarantee as to the amount of proceeds that will
result from this offering, if any. If we do not raise sufficient amount of
funds from this offering and/or subsequent private and public offerings and/or
receive loans, we might have to cease operations.
Casino Players, Inc. expects the net proceeds from the sale of at least fifty
(50%) percent of the shares offered by the Company will sustain its operations
for a period of twelve months. There is no assurance that the net proceeds
will be received in time to meet our needs. Our board of directors reserves
39
the right to reallocate the use of proceeds to meet unforeseen events. Pending
their use, Casino Players, Inc. may deposit proceeds in commercial bank
accounts or invest them in money market funds for short-term government
obligations.
Deferred Compensation
Management is currently owed $399,900 as of December 31, 2008 to each Mr.
Forhan and Mr. Fahoome. Management stopped accruing wages June 30, 2007 and
will not receive wages until the company generates revenue to pay wages. When
funds become available management will pay down the deferred compensation over
a period of twelve months, or longer; depending of working capital available.
Self-Underwriting Offering
The Company's management will do a shelf underwriting "best efforts basis" with
no minimum share purchase requirement, there is no guarantee as to the amount of
funding received from this offering, if any. Management has estimated the use
of funds in the Plan of Operations, found above in the MD&A section, to
clearly explain management's intentions. The funds may not be raised and the
Plan of Operations may need to be changed. There are no guarantees as to the
amount of proceeds raised.
Use of Estimates
The Company's significant estimates include allowance for doubtful accounts
and accrued expenses. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
While the Company believes that such estimates are fair when considered in
conjunction with the financial statements taken as a whole, the actual amounts
of such estimates, when known, will vary from these estimates. If actual
results significantly differ from the Company's estimates, the Company's
financial condition and results of operations could be materially impacted.
Cash and Cash Equivalents
Cash and cash equivalents include all interest-bearing deposits or investments
with original maturities of three months or less.
Fair value of financial instruments
The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses, debenture and loans payable
approximate their fair market value based on the short-term maturity of these
instruments.
Accounts Receivable
The Company extends credit to its customers (casinos and Cruise lines) in the
normal course of business. Further, the Company regularly reviews outstanding
receivables, and provides estimated losses through an allowance for doubtful
accounts. The company generates Accounts Receivable when it delivers players
and the casino or Cruise line qualifies the player and approves payment to the
company. The receivables are normally paid in 30 - 45 days after player
departs the casino or Cruise lines. We have receivables from casino and Cruise
lines when we deliver players, the commissions are accrued revenues and
receivables. We have reduced Accounts Receivables a few times when our
estimated revenues were reduced when actual commissions were received.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the related assets. Machinery and equipment are depreciated
over 3 to 10 years. Furniture and fixtures are depreciated over 7 years.
Accelerated methods of depreciation are generally used for income tax
purposes. Leasehold improvements are amortized on a straight-line basis over
the shorter of the useful life of the improvement or the term of the lease.
40
The Company performs ongoing evaluations of the estimated useful lives of the
property and equipment for depreciation purposes. The estimated useful lives
are determined and continually evaluated based on the period over which
services are expected to be rendered by the asset. Maintenance and repairs are
expensed as incurred.
Impairment of Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," the Company
periodically reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be fully recoverable. The Company recognizes an impairment loss when the
sum of expected undiscounted future cash flows is less than the carrying
amount of the asset. The amount of impairment is measured as the difference
between the asset's estimated fair value and its book value.
Other Intangible Assets
Acquired intangible assets are separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented or exchanged,
regardless of the Company's intent to do so.
The Company presents "basic" and, if applicable, "diluted" earnings (loss) per
common share pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings per Share" ("SFAS 128") and certain other
financial accounting pronouncements. Basic earnings (loss) per common share
are calculated by dividing net income (loss) by the weighted average number of
common shares outstanding during each period. The calculation of diluted
earnings (loss) per common share is similar to that of basic earnings (loss)
per common share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potentially dilutive common shares, such as those issuable upon the conversion
of debentures, were issued during the period.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts payable and accrued expenses approximate fair value
because of the immediate or short-term maturity of these financial
instruments.
Stock Based Compensation
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did not pay any stock-based compensation
during the period presented.
Accounting for Warrants and Freestanding Derivative Financial Instruments
The Company evaluates its warrants and other contracts to determine if those
contracts or embedded components of those contracts qualify as derivatives to
be separately accounted for under Statement of Financial Accounting Standards
133 "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133")
and related interpretations including EITF 00-19 "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock" ("EITF 00-19"). If the warrant is determined to be a derivative, the
fair value of the warrants is marked-to-market each balance sheet date and
recorded as a liability. The change in fair value of the warrants is recorded
in the Statement of Operations as other income or expense. Upon conversion or
exercise of a derivative instrument, the instrument is marked to fair value at
the conversion date and then that fair value is reclassified to equity.
Equity instruments that are initially classified as equity that become subject
to reclassification under FAS 133 are reclassified to liability at the fair
value of the instrument on the reclassification date. In the event that the
warrants are determined to be equity, no value is assigned for financial
reporting purposes.
41
Intangible Assets and Related Impairment of Long-lived Assets
Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an
asset to the undiscounted cash flows expected to result from the use and
eventual disposition of the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. Assets
to be disposed of shall be classified as held for sale and are reported at the
lower of the carrying amount or fair value less costs to sell.
Income taxes
The Company accounts for income taxes under the liability method in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under this method, deferred income tax assets and liabilities
are determined based on differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.
Had income taxes been determined based on an effective tax rate of 37.6%
consistent with the method of SFAS 109, the Company's net losses for all
periods presented would not materially change.
Recent Accounting Pronouncements
In December 2007, the FASB issued FAS No. 141(R) "Applying the Acquisition
Method," which is effective for fiscal years beginning after December 15,
2008. This statement retains the fundamental requirements in FAS 141 that the
acquisition method be used for all business combinations and for an acquirer
to be identified for each business combination. FAS 141(R) broadens the scope
of FAS 141 by requiring application of the purchase method of accounting to
transactions in which one entity establishes control over another entity
without necessarily transferring consideration, even if the acquirer has not
acquired 100% of its target. Among other changes, FAS 141(R) applies the
concept of fair value and "more likely than not" criteria to accounting for
contingent consideration, and pre-acquisition contingencies. As a result of
implementing the new standard, since transaction costs would not be an element
of fair value of the target, they will not be considered part of the fair
value of the acquirer's interest and will be expensed as incurred. The Company
does not expect that the impact of this standard will have a significant
effect on its financial condition and results of operations.
In December 2007, the FASB also issued FAS No. 160, "Accounting for
Noncontrolling Interests," which is effective for fiscal years beginning after
December 15, 2008. This statement clarifies the classification of
noncontrolling interests in the consolidated statements of financial position
and the accounting for and reporting of transactions between the reporting
entity and the holders of non-controlling interests.
The Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
In February 2007, the FASB issued FAS No. 159, "Fair Value Option" which
provides companies an irrevocable option to report selected financial assets
and liabilities at fair value. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions.
FAS 159 is effective for entities as of the beginning of the first fiscal year
that begins after November 15, 2007. The Company does not expect that the
adoption of this standard will have a significant impact on its financial
condition, results or operations, cash flows or disclosures.
In September 2006, the Financial Accounting Standards Board (FASB) issued FAS
No. 157, "Fair Value Measurements" ("FAS 157"), which establishes a framework
for measuring fair value in accordance with GAAP and expands disclosures about
fair value measurements.
42
FAS 157 does not require any new fair value measurements but rather eliminates
inconsistencies in guidance found in various prior accounting pronouncements.
FAS 157 is effective for fiscal years beginning after November 15, 2007. The
Company does not expect that the adoption of this standard will have a
significant impact on its financial condition, results or operations, cash
flows or disclosures.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sale of the assets of Casino Rated Players, Inc. to the Company was
negotiated by Director David Scott of Invicta, and by Mr. Fahoome and Mr.
Forhan on behalf of the Company. Mr. Forhan was also a Director and CEO of
Invicta during the negotiations and resigned as an Officer and Director June
28, 2008.
Invicta had not invested any money into CRP in 2005 and decided it did not
have the funds or interest to invest and grow the business. Therefore they
were either going to close CRP or find a buyer. Invicta had an investment of
$46,082 in CRP and a liability of $43,000 for deferred compensation. The
shares of our common stock issued to purchase these assets are restricted,
were valued at $400 at in closing September 2005, but will have no practical
value until the Company can complete equity funding and thereafter implement
the business plan.
See the Selling Stockholder Table and footnotes for a description of shares
issued for services and their consideration.
There have been no promoters involved with the Company.
The Company has received $24,721 from William Forhan, the Company's Chief
Executive Officer, Chief Financial Officer and Chairman, over the past three
years. The loans have been used for operating expenses. The loans are non-
interest bearing and are due on demand. To date, none of the notes have been
repaid.
Director Independence
One of our directors is deemed to be independent, Bob Kuechenberg. Mr. Forhan
and Mr. Fahoome are not deemed to be independent.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Market for Common Stock
Our common stock currently does not trade; there is no public trading market
for our common stock. You might have difficulty selling it for more than the
$0.25 purchase price pursuant to this prospectus. Upon the effectiveness of
the registration statement of which this prospectus forms a part, we intend to
solicit a registered broker/dealer to apply to FINRA to be a market maker of
our common stock and to have our common stock quoted on the OTC Bulletin
Board. No assurances can be made that we will retain a broker/dealer and if
so, that their application will be approved by FINRA. There also can be
assurances that a market for our common stock will be maintained.
Options, Warrants and Convertible Securities
As of the date of this registration statement, there are no issued and
outstanding options or warrants.
Registration Rights
There are no registration rights. This registration statement registers
6,000,000 shares to Selling Stockholders and 12,000,000 to Investors total
issued shares will be 41,350,000 shares of common stock.
Dividends
As of the date of this registration statement, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
43
at the discretion of the Board of Directors and will depend upon the earnings,
if any, capital requirements and our financial position, general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, into the business.
Any future determination to declare and pay dividends will be made by our
Board of Directors in light of our earnings, financial position, capital
requirements and other factors that our Board of Directors deems relevant.
PENNY STOCK RULES
The term "penny stock" generally refers to low-priced (below $5.00),
speculative securities of very small companies. While penny stocks generally
are quoted over-the-counter, such as on the OTC Bulletin Board or in the Pink
Sheets, they may also trade on securities exchanges, including foreign
securities exchanges. In addition, penny stocks include the securities of
certain private companies with no active trading market. Before a broker-
dealer can sell a penny stock, SEC rules require the firm to first approve the
customer for the transaction and receive from the customer a written agreement
to the transaction. The firm must furnish the customer a document describing
the risks of investing in penny stocks. The firm must tell the customer the
current market quotation, if any, for the penny stock and the compensation the
firm and its broker will receive for the trade. Finally, the firm must send
monthly account statements showing the market value of each penny stock held
in the customer's account. Penny stocks may trade infrequently, which means
that it may be difficult to sell penny stock shares once you own them. Because
it may be difficult to find quotations for certain penny stocks, they may be
impossible to accurately price. Investors in penny stocks should be prepared
for the possibility that they may lose their whole investment.
Stock Transfer Agent
Our stock transfer agent for our securities is Holladay Stock
Transfer, Inc. Their address is 2939 N 67th Place, Scottsdale, Arizona 85251,
and their telephone number is (480-481-3940).
Changes In and Disagreements with Accountants
On Accounting and Financial Disclosure
Lawrence Scharfman CPA, PA
On August 17, 2009, the Company dismissed Lawrence Scharfman CPA, PA
("Scharfman") as its registered independent public accountants. The decision
to change accountants was made by the Company's Board of Directors on August
17, 2009. Scharfman had previously been engaged as the Company's independent
public accountants to audit the Company's financial statements for the fiscal
years ended December 31, 2007 and 2008 and to report thereon, and to review
the Company's unaudited quarterly financial statements.
During the fiscal years ended December 31, 2007 and December 31, 2008,
there were no disagreements with Scharfman on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Scharfman's satisfaction, would have
caused Scharfman to make reference to the subject matter in connection with
its reports; and there were no reportable events as defined in Item
304(a)(1)(iv) of Regulation S-K. During the fiscal years ended December 31,
2007 and 2008 audited by Scharfman, Scharfman expressed its doubt as to the
Company's ability to continue as a going concern due to the fact that the
Company did not have any sufficient revenues fund its operations. Scharfman's
reports on the financial statements for either of the past two years did not
contain an adverse opinion or a disclaimer of opinion nor was qualified or
modified as to uncertainty, audit scope, or accounting principles.
The Company dismissed Scharfman because on August 11, 2009, the Public
Company Accounting Oversight Board (PCAOB) revoked the registration of
Scharfman. As Scharfman is no longer registered with the PCAOB, the Company is
not permitted to include its audit reports or consents in our filings with the
SEC, including this S-1. Because we had used Scharfman to audit our 2007 and
2008 financial statements included in prior filings of this Form S-1, we were
required to retain a firm that is registered with the PCAOB to re-audit fiscal
years ended December 31, 2007 and December 31, 2008.
44
Larry O'Donnell, CPA, P.C.
On August 19, 2009, the Company engaged Larry O'Donnell, CPA, P.C.
("O'Donnell") as its new registered independent public accountants. The
appointment of O'Donnell was approved by the Company's Board of Directors on
August 19, 2009. O'Donnell was hired to re-audit the Company's financial
statements for the fiscal years ended December 31, 2007 and 2008 and to issue
a report thereon, and to audit the Company's future fiscal years ending
December 31st and review the Company's unaudited quarterly financial
statements. The Company's engagement of O'Donnell also includes responding to
the SEC's comments regarding this Form S-1 inasmuch as they pertain to the
financial statements and amending the disclosure thereto accordingly.
From the date of the Company's inception August 19, 2009, neither the Company
nor someone on its behalf consulted O'Donnell regarding:
Either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, nor was a written report
provided to the Company nor oral advice was provided that O'Donnell concluded
was an important factor considered by O'Donnell in reaching a decision as to
the accounting, auditing or financial reporting issue; orparagraph
(a)(1)(iv)paragraph (a)(1)(v)
Any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to such item) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the filing requirements of the Securities Exchange Act of
1934, as amended, under which we are required to file annual and periodic
reports with the Securities and Exchange Commission. We have filed a
registration statement on Form S-1 under the Securities Act with the
Securities and Exchange Commission with respect to the shares of our common
stock offered through this prospectus. This prospectus is filed as a part of
that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of our company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving our company and the statements we have made
in this prospectus are qualified in their entirety by reference to these
additional materials.
You may inspect the registration statement, exhibits and schedules as well as
our reports filed with the Securities and Exchange Commission at the SEC's
principal office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained from the Public Reference Section of
the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the operation of the public reference rooms. The Securities and Exchange
Commission also maintains a website at http://www.sec.gov that contains
reports, proxy statements and information regarding registrants that file
electronically with the SEC. Our registration statement and the referenced
exhibits can also be found on this site.
Our website is www.CasinoRatedPlayers.com. The contents of our website are not
incorporated by reference herein.
You may also request a copy of our filings at no cost by writing or
telephoning William Forhan at:
2400 N. Commerce Parkway, # 105, Weston, Florida 33326. Our telephone number
is (954) 684-8288.
45
FINANCIAL INFORMATION
Item: Page No.:
Audited Financial Statements for the Fiscal Years Ended
December 31, 2008 and December 31, 2007
Auditors Report F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholders' Deficit F-5
Statement of Cash Flows F-6
Notes F-7
Unaudited Financial Statements for the Quarter Ended June 30, 2009
Balance Sheet F-13
Statement of Operations F-14
Statement of Cash Flows F-15
Notes F-16
F-1
Larry O'Donnell, CPA, P.C.
2228 South Fraser Street, Unit I
Aurora, Colorado 80014
Telephone (303) 745-4545
Independent Auditor's Report
To the Shareholders of
Casino Players, Inc.
Fort Lauderdale, Florida
We have audited the accompanying balance sheet of Casino Players, Inc. as of
December 31, 2007 and 2008, and the related statements of operations, statement
of stockholders' deficit and cash flows for the years ended December 31, 2007
and 2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Casino Players, Inc. as of December 31,
2007 and 2008, and the results of its operations, statement of stockholders'
deficit and its cash flows for the year ended December 31, 2007 and 2008.
In conformity with accounting principles generally accepted in the United
State of America.
The accompanying Financial Statements have been prepared assuming that the
company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable period of time. The company has incurred an
operating loss of approximately $793,443 for the period since inception July
20, 2005 to December 31, 2008. The future of the company is dependent on its
ability to obtain funding. Although the company plans to pursue its equity
funding, there can be no assurance that the company will be able raise
sufficient working capital to maintain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in the notes
to the financial statements. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
As discusses in Note 7 to the consolidated financial statements, the 2008
financial statements have been restated to correct a material misstatement.
Larry O'Donnell, CPA, P.C.
Aurora, Colorado
August 28, 2009
F-2
CASINO PLAYERS, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2008 and 2007
ASSETS
RESTATED
2008 2007
--------------- ---------------
Current assets:
Cash and cash equivalents $263 $138
--------------- ---------------
Total current assets 263 138
--------------- ---------------
Property and equipment, net of accumulated depreciation
of $4,000 and $2,500, respectively 6,644 8,144
Other assets:
Security deposits - 4,367
--------------- ---------------
$6,907 $12,649
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $31,681 $19,840
Loans from shareholders 23,221 8,456
Accrued compensation 399,900 399,900
--------------- ---------------
Total current liabilities 454,802 428,196
--------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 29,350,000 and 29,300,000
shares issued and outstanding, respectively 2,935 2,930
Additional paid-in capital 342,613 340,118
Accumulated deficit (793,443) (758,595)
--------------- ---------------
Total stockholders' equity (deficit) (447,896) (415,547)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $6,907 $12,649
=============== ===============
See accompanying notes to these financial statements.
F-3
CASINO PLAYERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
December 31, 2008 and 2007
RESTATED
2008 2007
--------------- ---------------
Sales and commissions earned $4,200 $81,431
Cost of sales - 65,271
--------------- ---------------
Gross margin 4,200 16,159
Operating expenses 39,049 209,204
--------------- ---------------
Income (loss) from operations (34,849) (193,045)
Other income (expense)
Interest expense - (29)
--------------- ---------------
Net (loss) before provision for income taxes (34,849) (193,074)
Provision for income taxes - -
--------------- ---------------
Net (loss) $(34,849) $(193,074)
=============== ===============
Basic and diluted loss per common share $(0.00) $(0.01)
=============== ===============
Weighted average common shares outstanding 29,345,205 29,300,000
=============== ===============
See accompanying notes to these financial statements.
F-4
CASINO PLAYERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT
For the years ended December 31, 2008 and 2007
Common Stock Additional Accumulated
Shares Amount Paid -In Capital Deficit Total
--------------- --------------- --------------- --------------- ---------------
Balance December 31, 2006 29,300,000 $2,930 $290,070 $(565,521) $(272,521)
Forgiveness of Invicta Group, Inc. Debt 50,048
Net loss (193,074) (193,074)
--------------- --------------- --------------- --------------- ---------------
Balance December 31, 2007 29,300,000 2,930 340,118 (758,595) (415,547)
Stock issued to director 50,000 5 2,495 2,500
Net loss (34,849) (34,849)
--------------- --------------- --------------- --------------- ---------------
Balance December 31, 2008 29,350,000 $2,935 $342,613 $(793,444) $(447,896)
=============== =============== =============== =============== ===============
See accompanying notes to these financial statements.
F-5
CASINO PLAYERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2008 and 2007
RESTATED
2008 2007
--------------- ---------------
Cash flows from operating activities:
Net income (loss) $(34,849) $(193,074)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,500 1,500
Stock issued for services 2,500 -
Changes in assets and liabilities:
Decrease in other assets 4,367 -
Increase in accounts payable and accrued expenses 11,841 16,299
Increase in due from shareholder 14,765 2,512
Increase (decrease) in deferred revenue - (17,336)
Increase in accrued compensation - 162,900
--------------- ---------------
Cash flows provided from operationg activities 124 (27,199)
--------------- ---------------
Cash flows provided from financing activities:
Proceeds from notes payable - 13,195
Payments of notes payable - -
--------------- ---------------
Cash flows provided from financing activities - 13,195
--------------- ---------------
Net change in cash and cash equivalents 124 (14,004)
Cash and cash equivalents, beginning of period 138 14,142
--------------- ---------------
Cash and cash equivalents, end of period $262 $138
=============== ===============
Supplemental disclosure:
Interest paid $- $-
=============== ===============
Taxes paid $- $-
=============== ===============
See accompanying notes to these financial statements.
F-6
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
RESTATED
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
Casino Players, Inc. was organized July 20, 2005 under the laws of the State
of Nevada. The Company is a casino representative company offering comp rooms
to rated players. The Company's revenues are a percentage of the amount of
income the casino earns from the rated player. The casino tracks the play of
the rated player to determine its gross income, and the Company then is paid
its contractual percentage based on that income, realized at the time of play.
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of
accounting where revenues are recognized when earned and expenses are
recognized when incurred. This basis of accounting conforms to generally
accepted accounting principles.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements
are related to asset lives and accruals.
Revenue recognition
We record revenue after a Player departs a Casino or Cruise line if we have
confirmation of commission amount due. Sometimes, however, it can take up to
a week to receive confirmation that a Player has qualified for the Company to
receive a commission. We record as accounts receivable and accrue revenue.
The revenue is received in 30 -45 days after the Player departs, and the
receivable is adjusted based on the actual check is received.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.
Fixed assets
Fixed assets are carried at cost. The company provides depreciation over the
estimated useful lives of fixed assets using the straight line method. Upon
retirement or sale of fixed assets, their net book value is removed from the
accounts and the difference between such net book value and proceeds received
is income or loss. Expenditures for maintenance and repairs are charged to
income while renewals and betterment's are capitalized.
Estimated useful lives are as follows:
Furniture 7 years
Office equipment 5 years
Income taxes
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". Under SFAS 109, deferred tax assets and
liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities and are measured by applying
enacted tax rates and laws to taxable years in which such differences are
expected to reverse.
F-7
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average common shares and all potentially dilutive common
shares outstanding during the period.
Advertising Costs
Advertising costs generally will be charged to operations in the year
incurred. Advertising cost totaled $0 and $0 for the years ended December 31,
2008 and 2007, respectively.
NOTE 2: GOING CONCERN
The accompanying Financial Statements have been prepared assuming that the
company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable period of time. The company has incurred an
operating loss of approximately $793,443 since inception. The future of the
company is dependent on its ability to obtain funding from its anticipated
funding of its S-1 with the Securities and Exchange Commission. Although the
company plans to pursue its equity funding, there can be no assurance that the
company will be able raise sufficient working capital to maintain its
operations. If the Company is unable to raise the necessary working capital
though the equity funding it will be forced to continue relying on cash from
operations and loans from related parties to satisfy its working capital
needs. There can be no assurance that the company will be able rely on these
sources to maintain its operations.
NOTE 3: INCOME TAXES
The provisions for income taxes for the years ended December 31, 2008 and 2007
consisted of the following:
2008 2007
Provisions for income taxes at statutory federal rate $5,000 $55,700
Valuation allowance (5,000) (55,700)
Net income tax provision $-0- $-0-
The reported income tax at the statutory rate 34% 34%
State rate, net of federal income tax 5% 5%
Valuation allowance -39% -39%
Effective income tax rate 0% 0%
Due to the uncertainty of realization, no tax benefit has been recognized for
the current period's operating loss. The future tax benefits may be carried
forward up to 15 years against taxable income
F-8
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
NOTE 4: STOCK BASED COMPENSATION
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did not pay any stock-based compensation
during the period presented.
NOTE 5: LEASES
Effective May 1, 2006, the Company moved its headquarters to a new office
location in Ft. Lauderdale, Florida.
Subsequent to December 31, 2007 the Company cancelled its office lease.
NOTE 6: NOTES PAYABLE TO RELATED PARTY
The Company had a payable to Invicta Group, Inc. totaling $50,048 which was
formally forgiven as of December 31, 2007. As Invicta Group, Inc. was
significant shareholder of the Company the amount is considered contributed
capital and has been recorded as such.
NOTE 7 RESTATEMENT OF DECEMBER 31, 2007 and 2008 CONSOLIDATED FINANCIAL
STATEMENTS
We adopted FASB Statement No. 154, Accounting Changes and Error Corrections ,
a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement
provides guidance on the accounting for and reporting of accounting changes
and error corrections. It establishes, unless impracticable, retrospective
application as the required method for reporting a change in accounting
principle in the absence of explicit transition requirements specific to the
newly adopted accounting principle. This Statement also provides for
determining whether retrospective application of a change in accounting
principle is impracticable and for reporting a change when retrospective
application is impracticable. The correction of an error in previously issued
financial statements is not an accounting change. However, the reporting of
an error correction involves adjustments to previously issued financial
statements similar to those generally applicable to reporting an accounting
change retrospectively. Therefore the reporting of a correction of an error
by restating previously issued financial statements is also addressed by this
statement.
July 20, 2009 the Company restated the December 31, 2007 and 2008 consolidated
financial statements correcting a Note Payable of $50,048 that was booked as
income, increasing expenses and paid in capital $50,048; the effects of
these changes are: (i) in 2007 paid in capital increased $50,048 totaling
$340,118 and accumulated deficit increased $50,048 totaling $(758,595).
Operating expenses increased $50,048; (ii) in 2008 paid in capital increased
$50,048 totaling $342,613 and accumulated deficit increased $50,048 totaling
$(793,443).
F-9
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
ASSETS
December 31,
2008 December 31,
as previously 2008
reported adjustments as restated
--------------- --------------- ---------------
Current assets:
Cash and cash equivalents $263 $- $263
--------------- --------------- ---------------
Total current assets 263 263
--------------- --------------- ---------------
Property and equipment, net of accumulated depreciation
of $4,000 and $2,500, respectively 6,644 - 6,644
Other assets:
Security deposits - -
--------------- --------------- ---------------
$6,907 $- $6,907
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $31,681 $- $31,681
Loans from shareholders 23,221 - 23,221
Accrued compensation 399,900 - 399,900
--------------- --------------- ---------------
Total current liabilities 454,802 454,802
--------------- --------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 29,350,000 and 29,300,000
shares issued and outstanding, respectively 2,935 - 2,935
Additional paid-in capital 292,565 50,048 342,613
Accumulated deficit (743,396) (50,048) (793,443)
--------------- --------------- ---------------
Total stockholders' equity (deficit) (447,896) (447,896)
--------------- --------------- ---------------
Total liabilities and stockholders' equity (deficit) $6,907 $- $6,907
=============== =============== ===============
F-10
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
ASSETS
December 31,
2007 December 31,
as previously 2007
reported adjustments as restated
--------------- --------------- ---------------
Current assets:
Cash and cash equivalents $138 $- $138
--------------- --------------- ---------------
Total current assets 138 138
--------------- --------------- ---------------
Property and equipment, net of accumulated depreciation
of $4,000 and $2,500, respectively 8,144 - 8,144
Other assets:
Security deposits 4,367 4,367
--------------- --------------- ---------------
$12,649 $- $12,649
=============== =============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $19,840 $- $19,840
Loans from shareholders 8,456 - 8,456
Accrued compensation 399,900 - 399,900
--------------- --------------- ---------------
Total current liabilities 454,802 428,196
--------------- --------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 29,350,000 and 29,300,000
shares issued and outstanding, respectively 2,930 - 2,930
Additional paid-in capital 290,070 50,048 340,118
Accumulated deficit (708,547) (50,048) (758,595)
--------------- --------------- ---------------
Total stockholders' equity (deficit) (415,547) (415,547)
--------------- --------------- ---------------
Total liabilities and stockholders' equity (deficit) $12,649 $- $12,649
=============== =============== ===============
F-11
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
December 31,
2007 December 31,
as previously 2007
reported adjustments as restated
--------------- --------------- ---------------
Sales and commissions earned $81,431 $- $81,431
Cost of sales 65,271 - 65,271
--------------- --------------- ---------------
Gross margin 16,159 16,159
Operating expenses 159,156 50,048.00 209,204
--------------- --------------- ---------------
Income (loss) from operations (142,997) (193,045)
Other income (expense)
Interest expense (29) - (29)
--------------- --------------- ---------------
Net (loss) before provision for income taxes (143,026) (193,074)
Provision for income taxes - - -
--------------- --------------- ---------------
Net (loss) $(143,026) $(50,048) $(193,074)
=============== =============== ===============
Basic and diluted loss per common share $- $(0.01)
=============== =============== ===============
Weighted average common shares outstanding 29,300,000 29,300,000
=============== =============== ===============
F-12
CASINO PLAYERS, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 2009 (Unaudited) and December 31, 2008 (Restated)
ASSETS
June 30, December 31,
2009 2008
--------------- ---------------
(Unaudited) (Restated)
Current assets:
Cash and cash equivalents $950 $263
--------------- ---------------
Total current assets 950 263
Property and equipment, net of accumulated depreciation
of $4,375 and $4,000, respectively 5,894 $6,644
--------------- ---------------
$6,844 $6,907
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $44,585 $31,681
Loans from shareholders 23,721 23,221
Accrued compensation 399,900 399,900
--------------- ---------------
Total current liabilities 468,206 454,802
--------------- ---------------
Stockholders' equity (deficit)
Preferred stock, $.0001 par value, 20,000,000 shares
authorized and -0- shares outstanding - -
Common stock, $.0001 par value, 200,000,000
shares authorized, 29,350,000
shares issued and outstanding, respectively 2,935 2,935
Additional paid-in capital 342,613 342,613
Accumulated deficit (806,910) (793,443)
--------------- ---------------
Total stockholders' equity (deficit) (461,362) (447,895)
--------------- ---------------
Total liabilities and stockholders' equity (deficit) $6,844 $6,907
=============== ===============
See accompanying notes to these financial statements
F-13
CASINO PLAYERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months ended June 30, 2009 and 2008
(Unaudited)
2009 2008
--------------- ---------------
Sales and commissions earned $3,956 $4,200
Cost of sales - -
--------------- ---------------
Gross margin 3,956 4,200
Operating expenses 13,384 30,545
--------------- ---------------
Income (loss) from operations (9,428) (26,345)
Other income (expense)
Interest expense (4,038) -
--------------- ---------------
Net (loss) before provision for income taxes (13,466) (26,345)
Provision for income taxes - -
--------------- ---------------
Net (loss) $(13,466) $(26,345)
=============== ===============
Basic and diluted loss per common share $(0.00) $(0.00)
=============== ===============
Weighted average common shares outstanding 29,350,000 29,340,331
=============== ===============
See accompanying notes to these financial statements
F-14
CASINO PLAYERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months ended June 30, 2009 and 2008
(Unaudited)
2009 2008
--------------- ---------------
Cash flows from operating activities:
Net income (loss) $(13,466) $(26,345)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 750 750
Stock issued for services - 2,500
Changes in assets and liabilities:
Increase in accounts receivable - (4,200)
Decrease in other assets - 4,367
Increase in accounts payable and accrued expenses 12,904 20,415
Increase in due from shareholder 500 2,683
--------------- ---------------
Cash flows provided from operationg activities 687 169
--------------- ---------------
Cash flows provided from financing activities:
Proceeds from notes payable - 7,525
Payments of notes payable - (7,525)
Cash flows provided from financing activities - -
Net change in cash and cash equivalents 687 169
Cash and cash equivalents, beginning of period 263 138
--------------- ---------------
Cash and cash equivalents, end of period $950 $307
=============== ===============
Supplemental disclosure:
Interest paid $4,038 $-
=============== ===============
Taxes paid $- $-
=============== ===============
See accompanying notes to these financial statements
F-15
CASINO PLAYERS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization
Casino Players, Inc. was organized July 20, 2005 under the laws of the State
of Nevada. The Company is a casino representative company offering comp rooms
to rated players. The Company's revenues are a percentage of the amount of
income the casino earns from the rated player. The casino tracks the play of
the rated player to determine its gross income, and the Company then is paid
its contractual percentage based on that income, realized at the time of play.
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of
accounting where revenues are recognized when earned and expenses are
recognized when incurred. This basis of accounting conforms to generally
accepted accounting principles.
In our opinion, the accompanying balance sheets and related interim statements
of operations and cash flows include the adjustments (consisting of normal and
recurring items) necessary for their fair presentation in conformity with
United States generally accepted accounting principles ("GAAP"). Preparing
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses. Actual
results could differ from these estimates. The unaudited information included
in this statement should be read in conjunction with the Financial Statements
contained in our 2008 Annual Report. Interim results are not necessarily
indicative of results for a full year.
Certain prior period amounts have been reclassified to conform to current-
period presentation. These reclassifications had no effect on net loss for the
periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. The most
significant estimates included in the preparation of the financial statements
are related to asset lives and accruals.
Revenue recognition
We record revenue after a Player departs a Casino or Cruise line if we have
confirmation of commission amount due. Sometimes, however, it can take up
to a week to receive confirmation that a Player has qualified for the Company
to receive a commission. We record as accounts receivable and accrue revenue.
The revenue is received in 30 -45 days after the Player departs, and the
receivable is adjusted based on the actual check is received
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.
Fixed assets
F-16
Fixed assets are carried at cost. The company provides depreciation over the
estimated useful lives of fixed assets using the straight line method. Upon
retirement or sale of fixed assets, their net book value is removed from the
accounts and the difference between such net book value and proceeds received
is income or loss. Expenditures for maintenance and repairs are charged to
income while renewals and betterment's are capitalized.
Estimated useful lives are as follows:
Furniture 7 years
Office equipment 5 years
Income taxes
The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". Under SFAS 109, deferred tax assets and
liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities and are measured by applying
enacted tax rates and laws to taxable years in which such differences are
expected to reverse.
Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average common shares and all potentially dilutive common
shares outstanding during the period.
NOTE 2: GOING CONCERN
The accompanying Financial Statements have been prepared assuming that the
company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable period of time. The company has incurred an
operating loss of approximately $806,910 since inception. The future of the
company is dependent on its ability to obtain funding from its anticipated
funding of its S-1 with the Securities and Exchange Commission. Although the
company plans to pursue its equity funding, there can be no assurance that the
Company will be able raise sufficient working capital to maintain its
operations. If the Company is unable to raise the necessary working capital
though the equity funding it will be forced to continue relying on cash from
operations and loans from related parties to satisfy its working capital
needs. There can be no assurance that the company will be able rely on these
sources to maintain its operations.
NOTE 3: ACCRUED COMPENSATION
The Company had employment contracts with its two key employees for salaries
of $7,000 per month. Since the Company did not have adequate operations to
pay the salaries, beginning October 1, 2005 the amounts were being accrued and
deferred until adequate operations are achieved. The contracts were canceled
on June 30, 2007. Accrued compensation at June 30, 2009 amounted to $399,900.
NOTE 4: LOANS FROM SHAREHOLDERS
A shareholder has advanced various loans to the Company for the payment of
certain operating expenses. The loans are non-interest bearing and are due on
demand. Loans from shareholders at June 30, 2009 amounted to $23,721.
F-17
NOTE 5: INCOME TAXES
The Company reported no income tax expense or benefit for the six months ended
June 30, 2009 and 2008 due to the net operating losses incurred during both
periods.
Our Federal net operating loss ("NOL") carryforward balance as of December 31,
2008 was approximately $740,000. Our NOL carryforwards are scheduled to expire
between 2009 and 2028. NOL utilization may be subject to a limitation
contained in Internal Revenue Code Section 382.
In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), "Accounting
for Uncertainty in Income Taxes." Previously, the Company had accounted for
contingencies in accordance with Statement of Financial Accounting Standards
No. 5, "Accounting for Contingencies." The interpretation provides guidance on
recognition, classification and disclosure concerning uncertain tax
liabilities. The evaluation of a tax position requires recognition of a tax
benefit if it is 'more-likely-than-not' that it will be sustained upon
examination. For tax positions meeting the 'more-likely-than-not' threshold,
the amount recognized in the financial statements is the largest benefit that
has a greater than 50% likelihood of being realized upon ultimate settlement
with the relevant tax authority. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Accordingly, the Company adopted FIN 48
effective January 1, 2007. At the adoption date, the Company applied FIN 48 to
all positions for which the statute of limitations remained open and
determined that no liability existed for uncertain tax positions. The Company
has updated its FIN 48 assessment through June 30, 2009 and determined that
no adjustments were necessary.
NOTE 6: STOCK BASED COMPENSATION
The Company accounts for employee and non-employee stock awards under SFAS
123(r), whereby equity instruments issued to employees for services are
recorded based on the fair value of the instrument issued and those issued to
non-employees are recorded based on the fair value of the consideration
received or the fair value of the equity instrument, whichever is more
reliably measurable. The Company did not pay any stock-based compensation
during the period presented.
NOTE 7: LEASES
On June 1, 2008 the Company cancelled its office lease for $20,000. There is
$10,000 remaining on this obligation at June 30, 2009 and is included in
accounts payable and accrued expenses on the Balance Sheet.
NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, provides a framework for measuring fair value, and
expands the disclosures required for fair value measurements. SFAS 157 applies
to other accounting pronouncements that require fair value measurements; it
does not require any new fair value measurements. SFAS 157 was to be effective
for the Company on January 1, 2008. However, in February 2008, the FASB
released a FASB Staff Position (FSP FAS 157-2 - Effective Date of FASB
Statement No. 157) which delayed the effective date of SFAS No. 157 for the
Company to January 1, 2009. We adopted SFAS 157 on January 1, 2009. The
implementation of SFAS 157 in 2009 did not have a significant impact on the
Company's financial position or results of operations.
In December 2007, the FASB issued Statement 141 (revised 2007), "Business
Combinations" (SFAS 141R) to change how an entity accounts for the acquisition
of a business. SFAS 141R will replace existing SFAS 141 in its entirely.
F-18
SFAS 141R carries forward the existing requirements to account for all
business combinations using the acquisition method (formerly called the
purchase method). In general, SFAS 141R will require acquisition-date fair
value measurement of identifiable assets acquired, liabilities assumed and
noncontrolling interests in the acquiree. SFAS 141R will eliminate the current
cost-based purchase method under SFAS 141.
SFAS 141R amends the goodwill impairment test requirements in SFAS 142. For a
goodwill impairment test as of a date after the effective date of SFAS 141R,
the value of the reporting unit and the amount of implied goodwill, calculated
in the second step of the test, will be determined in accordance with the
measurement and recognition guidance on accounting for business combinations
under SFAS 141R. This change could effect the determination of what amount, if
any, should be recognized as an impairment loss for goodwill recorded before
the effective date of SFAS 141R. This accounting will be required when SFAS
141R becomes effective (January 1, 2009 for the Company) and applies to
goodwill related to acquisitions accounted for originally under SFAS 141 as
well as those accounted for under SFAS 141R.
The Company adopted SFAS 141R effective January 1, 2009 and will apply its
provisions prospectively. The implementation of SFAS 141R in 2009 did not have
a significant impact on the Company's financial position or results of
operations.
F-19
[OUTSIDE BACK COVER OF PROSPECTUS]
________________________________________
CASINO PLAYERS, INC.
18,000,000 Shares of Common Stock
$0.25 per Share
TABLE OF CONTENTS
Page
SUMMARY 3
RISK FACTORS 8
DESCRIPTION OF BUSINESS 14
DESCRIPTION OF PROPERTIES 19
LEGAL PROCEEDINGS 19
USE OF PROCEEDS 19
DETERMINATION OF OFFERING PRICE 20
DILUTION 20
DIVIDENDS 21
SELLING STOCKHOLDERS 21
SELLING STOCKHOLDER TABLE 23
PLAN OF DISTRIBUTION 24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 27
EXECUTIVE COMPENSATION 29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30
DESCRIPTION OF SECURITIES 32
INTEREST OF NAMED EXPERTS AND COUNSEL 33
EXPERTS 34
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES 34
ORGANIZATION WITHIN LAST FIVE YEARS 34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION & PLAN OF OPERATIONS 35
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 43
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 43
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 44
WHERE YOU CAN FIND MORE INFORMATION 45
FINANCIAL INFORMATION F-1
Until ninety days after the date this registration statement is declared
effective, all dealers that effect transactions in these securities whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares
are sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $500
Printing Expenses 500
Accounting/administrative Fees and Expenses 2,000
Blue Sky Fees/Expenses 5,000
Legal Fees/ Expenses 25,000
Escrow fees/Expenses 1,000
Transfer Agent Fees 5,000
Miscellaneous Expenses 11,000
________________________________________
TOTAL $50,000
All amounts are estimates, other than SEC's registration fees.
We are paying all expenses of the offering listed above. No portion of these
expenses will be paid by the Selling Stockholders. The Selling Stockholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article II of our Articles of Incorporation and Article VII of our
By-Laws, we are required to indemnify an officer or director who is made a
party to any proceeding, including a lawsuit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. In certain cases, we may advance expenses incurred in defending any
such proceeding. To the extent that the officer or director is successful on
the merits in any such proceeding as to which such person is to be
indemnified, we must indemnify him/her against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may
be made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors or officers pursuant to the
foregoing provisions, we are informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy, as
expressed in said Act and is, therefore, unenforceable.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, we sold the following securities
without registration:
a) In July 2005, the Company issued 9,000,000 million common shares, valued
at $90,000 to Fahoome for service on the Board of Directors and employee
compensation. The Company relied on the exemption from the registration
requirements of the Securities Act provided in Section 4(2) promulgated
thereunder, based on the fact that the issuance did not involve a public
offering.
1
b) In July 2005, the Company issued 9,000,000 million common shares, valued
at $90,000 to William Forhan for service on the Board of Directors and
employee compensation. The Company relied on the exemption from the
registration requirements of the Securities Act provided in Section 4(2)
promulgated thereunder, based on the fact that the issuance did not involve a
public offering.
c) On November 29, 2005, the Company issued 200,000 common shares, valued
at $2,000 to David Dreslin for business consulting services. The Company
relied on the exemption from the registration requirements of the Securities
Act provided in Section 4(2) promulgated thereunder, based on the fact that
the issuance did not involve a public offering.
d) On November 19, 2005, the Company issued 4,000,000 common shares, valued
at $40,000 to Invicta Group, Inc. for purchase of assets, including "Casino
Rated Players" name and trademark, web site, and marketing materials and
customer list. The Company relied on the exemption from the registration
requirements of the Securities Act provided in Section 4(2) promulgated
thereunder, based on the fact that the issuance did not involve a public
offering.
e) On November 29, 2005, the Company issued 2,000,000 common shares, valued
at $20,000 to David Scott, for consulting services relating to Internet
marketing strategies. The Company relied on the exemption from the
registration requirements of the Securities Act provided in Section 4(2)
promulgated thereunder, based on the fact that the issuance did not involve a
public offering.
f) The Company had engaged iVest Investments, LLC as counsel to the
Company to prepare this registration statement and to provide 12 months of
legal services after the registration statement was declared effective
by the SEC. In consideration for such services, on November 29, 2005, the
Company issued an aggregate of 2,900,000 shares of common stock of the Company
to iVest Investments, LLC. The Company relied on the exemption from the
registration requirements of the Securities Act provided in Section 4(2)
promulgated thereunder, based on the fact that the issuance did not involve
a public offering.
In May 2007, the Company dismissed iVest Investments LLC; and the Company
and iVest verbally agreed to cancel 1,900,000 shares of the 2,900,000 shares
the Company had originally issued iVest and for iVest to retain the
remaining 1,000,000 shares. We also agreed to register the remaining
1,000,000 shares in this registration statement. J. Bennett Grocock has
ultimate voting and dispositive control of the shares held by iVest
Investments, LLC.
2
g) On November 29, 2005, the Company issued 2,200,000 common shares, valued
at $22,000 to Double Diamond Investments, Inc., a Nevada corporation, for
business consulting services performed pursuant to an agreement with a related
company, Big Apple Consulting, U.S.A., Inc., to individuals for service on the
Board of Directors, medical consulting, investor relations and employee
compensation. The Company relied on the exemption from the registration
requirements of the Securities Act provided in Section 4(2) promulgated
thereunder, based on the fact that the issuance did not involve a public
offering.
h) See footnote (f).
ITEM 27. EXHIBITS.
Exhibit Description
3.1 State of Nevada Corporate Charter, Casino Players, Inc. dated July 19,
2005 (incorporated by reference to Exhibit 3.1 to the Company's SB-2 filed on
October 27, 2006).
3.2 State of Nevada Certified Articles of Incorporation, Casino Players,
Inc. July 19, 2005 (incorporated by reference to Exhibit 3.2 to the Company's
SB-2 filed on October 27, 2006).
3.3 Corporate Bylaws, Casino Players, Inc. dated October 10, 2005
(incorporated by reference to Exhibit 3.3 to the Company's SB-2 filed on
October 27, 2006).
3.4 State of Nevada Corporate Charter, Casino Rated Players, Inc. dated July
13, 2004 (incorporated by reference to Exhibit 3.4 to the Company's SB-2 filed
on October 27, 2006).
3.5 State of Nevada Articles of Incorporation, Casino Rated Players, Inc.
dated July 13, 2004 (incorporated by reference to Exhibit 3.5 to the Company's
SB-2 filed on October 27, 2006).
4.1 Form of Specimen Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Amendment No. 4.1 to Form S-1 filed on April 9, 2009).
5.1 Opinion of The Sourlis Law Firm
10.1 Employment Agreement, dated July 23, 2002, between Casino Rated Players,
Inc. and William Forhan (incorporated by reference to Exhibit 10.1 to the
Company's SB-2 filed on October 27, 2006).
10.1.1 Employment Agreement, dated August 1, 2004, between Casino Rated
Players, Inc. and Joseph Fahoome (incorporated by reference to Exhibit 10.11
to the Company's Amendment No. 4.1 to Form S-1 filed on April 9, 2009).
10.2 Gaming Licenses for William Forhan and Joseph Fahoome (incorporated by
reference to Exhibit 10.2 to the Company's SB-2 filed on October 27, 2006).
10.3 Office Lease Agreement dated September 1, 2004 (incorporated by
reference to Exhibit 3.1 to the Company's SB-2 filed on October 27, 2006).
10.4 Purchase Agreement between Casino Players, Inc. and Invicta Group, Inc.
dated September 30, 2005 (incorporated by reference to Exhibit 10.4 to the
Company's SB-2 filed on October 27, 2006).
10.5 Consulting Agreement with Big Apple Consulting U.S.A., Inc.
(incorporated by reference to Exhibit 4. 1 to Amendment No. 3 to the Company's
SB-2 filed on October 29, 2007).
23.1 Consent of Larry O'Donnell, CPA, P.C.
23.3 Consent of The Sourlis Law Firm (contained in Exhibit 5.1 filed
herewith).
3
ITEM 17. UNDERTAKINGS
a. Rule 415 Offering. Include the following if the securities are
registered pursuant to Rule 415 under the Securities Act:
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided however, that:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission
by the Company pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
4. If the Company is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Item 8.A. of Form 20-F at the start of any delayed offering or
throughout a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be furnished,
provided that the Company includes in the prospectus, by means of a post-
4
effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section 10(a)(3) of
the Act or Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
5. That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
i. If the Company is relying on Rule 430B (Section 230.430B of this
chapter):
A. Each prospectus filed by the Company pursuant to Rule 424(b)(3)shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or
ii. If the Company is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first
use.
6. That, for the purpose of determining liability of the Company under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
5
ii. Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities
Act, and we will be governed by the final adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has caused this registration statement to be signed on its
behalf by the undersigned, hereunto duly authorized, in the city of Weston,
state of Florida, on October 8, 2009.
CASINO PLAYERS, INC.
BY: /s/ William G. Forhan
William G. Forhan, CEO, CFO, and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints William G. Forhan, as true and lawful attorney-in-
fact and agent, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, therewith, with the Securities and Exchange Commission, and to
make any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in or about the
premises, as fully to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
amended and restated Form S-1 registration statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ William G. Forhan
William G. Forhan Chief Executive Officer, Chief October 8, 2009
Financial Officer and Chairman
(Principal Executive Officer)
(Principal Financial and Accounting
Officer)
*
Joseph Fahoome President and Director October 8, 2009
*
Robert Kuechenberg Director October 8, 2009
*Signed on behalf of such person by William G. Forhan pursuant to a Power-of-
Attorney included on the Signature Page of Amendment No. 4 to Form S-1 filed
by the Company on April 9, 2009 and is incorporated by reference herein.

Site Links

Based on public records. Inadvertent errors are possible. Getfilings.com does not guarantee the accuracy or timeliness of any information on this site. Use at your own risk.
This website is not associated with the SEC.